CONVERSION OF SHARES; CLOSING Sample Clauses

CONVERSION OF SHARES; CLOSING. (a) CONVERSION OF SELLERS' CAPITAL STOCK
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CONVERSION OF SHARES; CLOSING. (a) Conversion of Sellers' Capital Stock (i) Conversion of Edisto Shares in Merger 1. At the Merger 1 Effective Time, by virtue of Merger 1 and without any action on the part of any holder of any capital stock of Parent or Edisto: (A) each share of Edisto Common Stock shall, subject to Sections 4(c) and 4(d), be converted into the right to receive the following (hereinafter referred to as the "Merger 1 Consideration"), without interest: (x) a fractional interest in a share of Parent Common Stock equal to $5.064 divided by the Weighted Average Trading Price (the "Merger 1 Exchange Ratio"); provided, however, (i) if such Weighted Average Trading Price exceeds $34.96, then the Merger 1 Exchange Ratio shall be equal to $5.064 divided by $34.96 and (ii) if such Weighted Average 11 Trading Price is less than $28.96, then the Merger 1 Exchange Ratio shall be equal to $5.064 divided by $28.96, and (y) $4.886 cash (the "Merger 1 Cash Consideration"); and (B) each share of capital stock of Edisto, if any, owned by Parent or any Subsidiary of Parent or held in treasury by Edisto or any Subsidiary of Edisto immediately prior to the Merger 1 Effective Time shall be canceled and no consideration shall be paid in exchange therefor and shall cease to exist from and after the Merger 1 Effective Time. (ii) Conversion of Convest Shares in Merger 2. At the Merger 2 Effective Time, by virtue of Merger 2 and without any action on the part of any holder of any capital stock of Parent or Convest: (A) each share of Convest Common Stock shall, subject to Sections 4(c) and 4(d), be converted into the right (hereinafter referred to as the "Merger 2 Consideration") to receive, without interest, a fractional interest in a share of Parent Common Stock equal to $8.88 divided by the Weighted Average Trading Price (the "Merger 2 Exchange Ratio"); provided, however, (i) if such Weighted Average Trading Price exceeds $34.96, then the Merger 2 Exchange Ratio shall be equal to $8.88 divided by $34.96 and (ii) if such Weighted Average Trading Price is less then $28.96, then the Merger 2 Exchange Ratio shall be equal to $8.88 divided by $28.96; and (B) each share of capital stock of Convest, if any, owned by Parent or any Subsidiary of Parent or held in treasury by Convest or any Subsidiary of Convest immediately prior to the Merger 2 Effective Time shall be canceled and no consideration shall be paid in exchange therefor and shall cease to exist from and after the Merger 2 Effective Time. (iii)...
Sample 1
CONVERSION OF SHARES; CLOSING 
Sample 1

Related to CONVERSION OF SHARES; CLOSING

  • 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:

  • 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").

  • Conversion of Shares Exchange of Certificates Section 2.1

  • 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:

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

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

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock (as defined below) or any capital stock of Merger Sub:

  • 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.

  • Delivery of Conversion Shares Upon Conversion Not later than five (5) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares acquired upon the conversion of this Debenture (including, if the Company has given continuous notice pursuant to Section 2(b) for payment of interest in Common Shares at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to the Company, Common Shares allocated pursuant to the conversion of accrued interest otherwise determined pursuant to Section 2(a) but assuming that the Interest Notice Period is the 20 Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Company and excluding for such issuance the condition that the Company deliver Interest Conversion Shares as to such interest payment prior to the commencement of the Interest Notice Period) and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). On or after the earlier of (i) the six-month anniversary of the Original Issue Date or (ii) the Effective Date, the Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

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