Common use of Conversion of Shares of Company Common Stock Clause in Contracts

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles of Incorporation and subject to this Agreement, be exchanged for and otherwise converted into the right to receive the applicable Closing Per Share Merger Consideration.

Appears in 3 contracts

Samples: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)

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Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles of Incorporation and subject to this Agreement, be exchanged for and otherwise converted into the right to receive receive: (i) the applicable Closing Per Share Merger Consideration; plus (ii) the Additional Per Share Merger Consideration, if any, at the time and subject to the contingencies set forth in Section 3.7.

Appears in 2 contracts

Samples: Lock Up Agreement (NaturalShrimp Inc), Merger Agreement (Yotta Acquisition Corp)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles Certificate of Incorporation and subject to this AgreementIncorporation, be exchanged for and otherwise converted into the right to receive a number of shares of Parent Common Stock equal to the applicable Closing Per Share Merger ConsiderationConversion Ratio.

Appears in 2 contracts

Samples: Merger Agreement (Clearday, Inc.), Merger Agreement (Viveon Health Acquisition Corp.)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a3.2(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles Charter and the terms and conditions of Incorporation and subject to this Agreement, be exchanged for and otherwise converted into the right to receive (i) a number of shares of Parent Class A Common Stock equal to the applicable Closing Per Share Conversion Ratio and (ii) the corresponding Pro Rata Portion of the Incentive Merger ConsiderationConsideration in respect of such share, if any, and subject to the contingencies of Section 3.7.

Appears in 2 contracts

Samples: Merger Agreement (Aerkomm Inc.), Merger Agreement (IX Acquisition Corp.)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles Certificate of Incorporation and subject to this AgreementIncorporation, be exchanged for and otherwise converted into the right to receive (i) a number of shares of Parent Common Stock equal to the applicable Closing Per Share Merger ConsiderationConversion Ratio; and (ii) a number of Earnout Shares in accordance with, and subject to the contingencies, set forth in Section 3.7.

Appears in 2 contracts

Samples: Merger Agreement (Viveon Health Acquisition Corp.), Merger Agreement (Clearday, Inc.)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles Certificate of Incorporation and subject to this Agreement, be exchanged for and otherwise converted into the right to receive a number of shares of Parent Common Stock equal to the applicable Closing Per Share Merger ConsiderationConversion Ratio.

Appears in 2 contracts

Samples: Merger Agreement (Abri SPAC I, Inc.), Merger Agreement (Logiq, Inc.)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles Certificate of Incorporation and subject to this Agreement, be exchanged for and otherwise converted into the right to receive receive: (i) the applicable Closing Per Share Merger Consideration plus (ii) the applicable Additional Per Share Merger Consideration, if any, at the time and subject to the contingencies set forth in Section 3.6.

Appears in 2 contracts

Samples: Merger Agreement (Goldenstone Acquisition Ltd.), Merger Agreement (Abri SPAC I, Inc.)

Conversion of Shares of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to (the Effective Time (other than any such shares of "Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)Stock") shall, in accordance with the Company Articles of Incorporation and subject to this Agreementcompliance with Section 2.2, be exchanged for and otherwise converted into the right to receive the applicable Initial Shares, the Adjustment Shares (as defined herein) and, to the extent the Closing Per Share Merger Consideration.Date Boot Limit exceeds the Existing Note Amount (as such terms are defined in Section 2.3), the additional consideration set forth in Section 2.3 to the extent of such excess. At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding

Appears in 2 contracts

Samples: Amended and Restated Agreement and Plan of Merger (Metromedia International Group Inc), Amended and Restated Agreement and Plan of Merger (Metromedia International Group Inc)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles Certificate of Incorporation and subject to this AgreementIncorporation, be exchanged for and otherwise converted into the right to receive receive: (i) a number of shares of Parent Common Stock equal to the applicable Closing Per Share Merger ConsiderationConversion Ratio plus (ii) a number of Earnout Shares in accordance with, and subject to the contingencies, set forth in Section 3.7.

Appears in 1 contract

Samples: Merger Agreement (Viveon Health Acquisition Corp.)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles of Incorporation and subject to this AgreementIncorporation, be exchanged for and otherwise converted into the right to receive a number of shares of Parent Common Stock equal to the applicable Closing Per Share Merger ConsiderationConversion Ratio (subject to the withholding of the Escrow Shares).

Appears in 1 contract

Samples: Merger Agreement (Globalink Investment Inc.)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles of Incorporation and subject to this Agreement, be exchanged for and otherwise converted into the right to receive the applicable Closing Per Share Merger Consideration.

Appears in 1 contract

Samples: Merger Agreement (EF Hutton Acquisition Corp I)

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Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles of Incorporation and subject to this AgreementCharter, be exchanged for and otherwise converted into the right to receive a number of Parent Common Shares equal to the applicable Closing Per Share Merger ConsiderationConversion Ratio.

Appears in 1 contract

Samples: Registration Rights Agreement (CSLM Acquisition Corp.)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than including shares of Company Common Stock issued pursuant to the Preferred Stock Conversion, but excluding any such shares of Company Common Stock cancelled pursuant to Section 3.1(a4.1(a) and any Dissenting Shares) shall automatically be cancelled, extinguished and including converted into the right to receive a number of Domesticated Parent Common Shares equal to the Exchange Ratio and each holder of share certificates representing such shares of Company Common Stock that are issued shall thereafter cease to the Converting Noteholders pursuant have any rights with respect to Section 3.2(d)(i)) shall, in accordance with the Company Articles of Incorporation and subject to this Agreement, be exchanged for and otherwise converted into the right to receive the applicable Closing Per Share Merger Considerationsuch securities.

Appears in 1 contract

Samples: Support Agreement (Health Sciences Acquisitions Corp 2)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a2.01(d)(ii)(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles certificate of Incorporation and subject to this Agreementincorporation of the Company, be exchanged for and otherwise converted into the right to receive receive: (i) a number of New Plum Common Shares equal to the applicable Closing Per Share Merger ConsiderationExchange Ratio plus (ii) a number of New Plum Common Shares in accordance with, and subject to the contingencies, set forth in Section 2.03.

Appears in 1 contract

Samples: Business Combination Agreement (Plum Acquisition Corp. I)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any constituting Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with at the Company Articles of Incorporation and subject to this AgreementEffective Time, be exchanged for cancelled, shall cease to exist and otherwise shall no longer be outstanding and shall be converted into the right to receive the applicable Closing (and upon such conversion pursuant to this Section 3.1(c) shall have no further rights with respect thereto)the Per Share Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Petra Acquisition Inc.)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles of Incorporation and subject to this AgreementCharter, be exchanged for and otherwise converted into the right to receive receive: (i) a number of Parent Common Shares equal to the applicable Closing Per Conversion Ratio, plus (ii) a number of Earnout Shares equal to the Earnout Pro Rata Share Merger Considerationin accordance with, and subject to the contingencies, set forth in Section 3.6.

Appears in 1 contract

Samples: Merger Agreement (Swiftmerge Acquisition Corp.)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a3.2(a) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles of Incorporation and subject to this Agreement, be exchanged for and otherwise converted into the right to receive the applicable Closing Per Share Merger Consideration.

Appears in 1 contract

Samples: Merger Agreement (99 Acquisition Group Inc.)

Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled canceled pursuant to Section 3.1(a2.01(d)(ii)(A) and any Dissenting Shares, and including such shares of Company Common Stock that are issued to the Converting Noteholders pursuant to Section 3.2(d)(i)) shall, in accordance with the Company Articles certificate of Incorporation and subject to this Agreementincorporation of the Company, be exchanged for and otherwise converted into the right to receive receive: (i) a number of New Plum Common Shares equal to the applicable Closing Per Share Merger ConsiderationExisting Holder Exchange Ratio plus (ii) after the Closing, a number of New Plum Common Shares in accordance with, and subject to the contingencies, set forth in Section 2.03.

Appears in 1 contract

Samples: Business Combination Agreement (Plum Acquisition Corp. I)

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