Conversion of Series B Shares Sample Clauses

Conversion of Series B Shares. Pursuant to Section B.6 of Article Fourth of the Restated Charter, each of the Stockholders beneficially owning Series B Shares (collectively representing at least 75% of the outstanding Series B Shares), irrevocably elects, effective as of the close of business on the second business day preceding the expected date of the Closing under the Merger Agreement (provided that the Merger Agreement has theretofore been adopted by the stockholders of Ameritrade) to convert all of the issued and outstanding Series B Shares held by such Stockholder into shares of Common Stock; provided, however, that in the event of a valid termination of the Merger Agreement without consummation of the transactions contemplated therein (i) prior to the such time, this election shall be deemed cancelled, and (ii) after the time of such conversion, the Stockholders party hereto shall take all such steps as are necessary to cause the Company to authorize and issue to such Stockholders the Series B Shares surrendered on such conversion in exchange for the shares of Common Stock issued on such conversion (and any shares of capital stock of the Company issued upon the reclassification of such shares of Common Stock).
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Conversion of Series B Shares. SECTION 4.01. Series B Shares as a Percentage of Capital Stock after the consummation of the Global Offering. (a) Assuming 66,000,000 Series A Shares are sold in the Global Offering, the 16,500,000 Series B Shares will represent 20% of all capital stock issued by the Company immediately after the consummation of the Global Offering.
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Conversion of Series B Shares. If all of the Company's Series B Preferred Stock shall be, or if outstanding would be, at any time prior to the Expiration Date, converted into shares of the Company's Common Stock, then the unexercised portion of this Warrant shall be converted into the right to purchase that number of shares of the Company's Common Stock equal to the number of shares of the Common Stock that would have been received if this Warrant had been exercised in full and the Series B Preferred Stock received thereupon had been simultaneously converted immediately prior to such event, and the Exercise Price shall be immediately adjusted to equal the quotient obtained by dividing (x) the aggregate Exercise Price of the maximum number of shares of Series B Preferred Stock for which this Warrant was exercisable immediately prior to such conversion, by (y) the number of shares of Common Stock for which this Warrant is exercisable immediately after such conversion; provided, however, that in no event shall the Exercise Price as so adjusted be less than the par value of the Common Stock.
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Conversion of Series B Shares. With respect to the 1 million Series B Preferred Shares issued in connection with the SPA (the “Series B Shares”), within one (1) business day from Xxxx’x counsel’s receipt of conversion notices from all other holders of Series B Preferred shares of SIRC, Xxxx shall execute and return to counsel for SIRC a conversion notice that converts all of the Series B Shares into shares of SIRC common stock. Xxxx’x conversion of the Series B Preferred Shares shall not be effective until such conversion is made by all other Series B shareholders and such that there will be no Series B Preferred Shares or Series B Preferred Share equivalent stock outstanding. To the extent that the Series B shareholders do not all convert, Xxxx retains his Series B Preferred Share rights, including, the non-dilution characteristic of those shares. As of the Effective Date, Xxxxxx represents and warrants the Series B Shares were fully paid for by Xxxx on the date of issuance. SIRC represents and warrants to Xxxx that following conversion of the Series B Preferred Shares into SIRC common stock by all holders of Series B Preferred Shares pursuant to the Conversion Notices, there will be no Series B Preferred Shares or Series B Preferred Share equivalent stock outstanding. SIRC acknowledges and agrees that the conversion of 100% of the Series B Preferred Shares into common stock, and the elimination of all such shares upon conversion, is a material term that induced Xxxx to enter into this Agreement, and that any breach of this representation and warranty is a misrepresentation of material fact for which Xxxx may void, rescind and set aside this Agreement and the Lock-Up and Leak-Out Agreement.
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Related to Conversion of Series B Shares

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Conversion of Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, Company or the holder of any of the following securities:

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Conversion of LTIP Units (a) An LTIP Holder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of its Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder may not exercise the Conversion Right for fewer than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holds fewer than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP Units. LTIP Holders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and such Conversion Notice, unless subsequently revoked by the LTIP Holder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.5.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

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