Conversion of Shares Sample Clauses
The Conversion of Shares clause defines the terms and conditions under which one class of shares can be converted into another class within a company. Typically, this clause outlines the conversion ratio, the process for initiating conversion, and any restrictions or timeframes that apply. For example, preferred shares may be converted into common shares at a predetermined rate, often at the discretion of the shareholder or upon the occurrence of specific events such as a public offering. The core function of this clause is to provide flexibility for shareholders and to facilitate changes in share structure, often to align with company growth or investor exit strategies.
POPULAR SAMPLE Copied 3 times
Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stock:
(a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock.
(b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest penn▇.
Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:
(a) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);
(b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;
(c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and
(d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any of the following securities:
(a) each issued and outstanding share of the Company's common stock, par value $1.05 per share (the "Common Stock") held by the Company as treasury stock and each issued and outstanding share of the Common Stock owned by any subsidiary of the Company, (collectively, the "Treasury Stock"), shall be canceled and retired and shall cease to exist, and no payment or consideration shall be made with respect thereto;
(b) each issued and outstanding share of Common Stock, other than those shares of Common Stock constituting Treasury Stock (the "Exchange Stock"), shall be converted into the right to receive, subject to Section 1.10(a) of this Agreement and certain adjustment as provided in this Section 1.04(b), an amount in cash, without interest, equal to $32.00 (the "Merger Consideration") payable to the Record Holder (as defined in Section 1.05(d)) thereof upon surrender of the Certificate (as defined in this Section 1.04(b)) with respect to such shares, provided, however, that at the election of the Record Holder of each issued and outstanding share of Exchange Stock which election shall be in writing and delivered to the Disbursing Agent in a notice of election ("Notice of Election") in the form and subject to the written instructions that shall be provided to each Record Holder by the Disbursing Agent pursuant to the terms of this Agreement, the Merger Consideration shall be adjusted and be deemed to be an amount equal to (A) $17.00 plus (B) an amount in cash equal to the Track Business Contingent Earnout Payment as defined and provided for in Section 5.12 of this Agreement (the "Contingent Consideration") ($17.00 plus the Contingent Consideration being referred to herein as the "Adjusted Merger Consideration") to be paid to the Record Holder of each such share of Common Stock, pursuant and subject to the terms of this Agreement. In the event any such Record Holder fails to make the election hereunder requesting to be paid the Adjusted Merger Consideration within the permitted period of time as shall be designated in written instructions to be distributed by the Disbursing Agent, each such Record Holder shall be deemed to have elected to receive only the amount of $32.00 as Merger Consideration hereunder and shall have no right to any other consideration with respect to the transactions ...
Conversion of Shares. Subject to the provisions of this Article 2, at the Effective Time, by virtue of the Merger and without any action on the part of First Bank, Malvern or their respective shareholders, the shares of Malvern shall be converted as follows:
(a) Each share of capital stock of First Bank issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time.
(b) Each share of Malvern Common Stock issued and outstanding immediately prior to the Effective Time that is held by Malvern, any wholly owned Malvern Subsidiary, by First Bank or any First Bank Subsidiary (in each case other than shares held in any Malvern Benefit Plans or related trust accounts or otherwise held in any fiduciary or agency capacity or as a result of debts previously contracted) (collectively, the “Canceled Shares”) shall be treated pursuant to Section 2.4.
(c) Each share of Malvern Common Stock issued and outstanding immediately prior to the Effective Time (excluding the Canceled Shares) shall be converted into the right to receive, without interest, (i) 0.7733 shares (the “Exchange Ratio”) of First Bank Common Stock (the “Stock Consideration”) and (ii) $7.80 in cash (the “Per Share Cash Consideration,” and together with the Stock Consideration, the “Merger Consideration”); provided, however, the Merger Consideration may be reduced as provided by Section 8.2(f).
(d) All shares of Malvern Common Stock, when so converted pursuant to Section 2.1(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share (a “Book-Entry Share”) registered in the transfer books of Malvern that immediately prior to the Effective Time represented shares of Malvern Common Stock shall cease to have any rights with respect to such Malvern Common Stock other than the right to receive the Stock Consideration and Per Share Cash Consideration in accordance with Article 3, including the right, if any, to receive pursuant to Section 2.5, cash in lieu of fractional shares of First Bank Common Stock into which such shares of Malvern Common Stock have been converted together with the amounts, if any, payable pursuant to Section 3.1(d) and subject to Section 3.1(e).
(e) Without limiting the other provisions of this Agreement and subject to Sections 6.2(d) and (e), if at any time during the period between the date of this Agreement and the Effective...
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, 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:
(i) any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Conversion of Shares. 3 Section 3.2
Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows:
(a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time.
(b) All of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive:
(i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and
(ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein.
(c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor.
(d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or any stockholder of the Company:
(i) any Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(ii) any Shares held immediately prior to the Effective Time by Parent or Purchaser shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(iii) any Shares held immediately prior to the Effective Time by any direct or indirect wholly owned Subsidiary of Parent (other than Purchaser) or of the Company shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary shall own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time and no other consideration shall be delivered in exchange therefor;
(iv) except as provided in clauses (i), (ii) and (iii) above and subject to Section 2.5(b), each Share outstanding immediately prior to the Effective Time (other than any Dissenting Shares, which shall have only those rights set forth in Section 2.7) shall be converted into the right to receive the Offer Price (the “Merger Consideration”), without any interest thereon and subject to any withholding of Taxes in accordance with Section 2.6(e); and
(v) each share of the common stock, $0.01 par value per share, of Purchaser then outstanding shall be converted into one share of common stock of the Surviving Corporation. From and after the Effective Time, subject to this Section 2.5(a), all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Shares in accordance with Section 2.6, or, in the case of Dissenting Shares, the rights set forth in Section 2.7.
(b) Without duplication of Section 1.1(g), if, between the date of this Agreement and the Effective Time, the outstanding Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, sto...
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:
(i) any shares of Company Common Stock held by the Company, any wholly-owned Subsidiary of the Company (or held in the Company’s treasury), Parent, Merger Sub, and any other wholly-owned Subsidiary of Parent, immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto;
(ii) subject to Sections 2.6(b), 2.8 and 2.9, each share of Company Common Stock outstanding immediately prior to the Effective Time and not described in Section 2.6(a)(i) shall automatically be converted into the right to receive the Common Stock Per Share Amount, without interest;
(iii) each share of the common stock, $0.01 par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation;
(iv) subject to Section 2.6(b), each Vested Company Option outstanding and unexercised for which an Option Consent is obtained immediately prior to the Effective Time shall automatically be deemed exercised and the deemed shares of Company Common Stock associated with such exercise shall automatically be cancelled and, in consideration for such deemed exercise and automatic cancellation, the holder of such Vested Company Option shall be entitled to receive, with respect to each share of Company Common Stock issuable upon the exercise of such Vested Company Option and in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to the positive result, if any, of the Merger Option Consideration less any required withholding of Taxes; for avoidance of doubt, as a result of the foregoing, each Vested Company Option, and any deemed issuance of Company Common Stock associated with the deemed exercise, which shall not be issued, shall both be cancelled at the Effective Time;
(v) each Vested Company Option outstanding and unexercised for which an Option Consent is not obtained immediately prior to the Effective Time shall automatically be terminated; and
(vi) each outstanding Company Option that is not a Vested Company Option shall be automatically cancelled, without any exercise thereof and no payment or distribution shall be made with respect thereto.
(b) Notwithstanding anything to the contrary including the definitions of...
Conversion of Shares. Subject to the other provisions of this Section 1.7 (including Sections 1.7.1(h) and 1.7.2) and Article VIII, at the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or any Stockholder:
(a) The following shares of Company Capital Stock shall be canceled and no consideration shall be delivered in respect thereof: (i) all shares of any class of Company Capital Stock held by the Company as treasury shares; and (ii) all Acquiror-Held Company Securities.
(b) Each share of Series A Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive:
(i) an amount in cash equal to the sum of (x) the Series A Preference Amount plus (y) the product of (A) the Closing Distribution Percentage multiplied by (B) 1.8240647 multiplied by (C) the Residual Per Share Amount; and
(ii) an interest in any Holdback Payment made in accordance with Section 8.5, payable to the holder thereof when such Holdback Payment is made hereunder, to the extent provided herein.
(c) Each share of Series B Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive:
(i) an amount in cash equal to the sum of (x) the Series B Preference Amount plus (y) the product of (A) the Closing Distribution Percentage multiplied by (B) the Residual Per Share Amount; and
(ii) an interest in any Holdback Payment made in accordance with Section 8.5, payable to the holder thereof when such Holdback Payment is made hereunder, to the extent provided herein.
(d) Except as otherwise provided in Section 1.7.1(a), each share of Series C Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive:
(i) an amount in cash equal to the sum of (x) the Series C Preference Amount plus (y) the product of (A) the Closing Distribution Percentage multiplied by (B) the Residual Per Share Amount; and
(ii) an interest in any Holdback Payment made in accordance with Section 8.5, payable to the holder thereof when such Holdback Payment is made hereunder, to the extent provided herein.
(e) Each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive:
(i) an amount in cash equal to the product of (x) the Closing Distribution Percentage multiplied by (y) the Residual Per Share Amount; and
(ii) an interest in any Holdback Payment made in accordance with Sect...