CONVERSION OF STAR COMMON STOCK Sample Clauses

CONVERSION OF STAR COMMON STOCK. (a) At the Effective Time, by virtue of the Second Step Merger and without any action on the part of Star, Foxtrot (DE) or the holders of capital stock of Star or Foxtrot (DE) , each share of the common stock, par value $5.00 per share, of Star (the "Star Common Stock") issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined herein) and shares of Star Common Stock held in Star's treasury or directly or indirectly by Star or any of its wholly owned Subsidiaries or Foxtrot (DE) (except for Trust Account Shares and DPC Shares)) shall be converted into the right to receive one share (the "Second Merger Exchange Ratio") of the common stock, par value $0.01, of Foxtrot (DE) (the "Foxtrot (DE) Common Stock").
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CONVERSION OF STAR COMMON STOCK. (a) At the Effective Time, by virtue of the Second Step Merger and without any action on the part of Star, Firstar or Firstar (WI) or the holders of capital stock of Star, Firstar or Firstar (WI), each share of the common stock, par value $5.00 per share, of Star (the "Star Common Stock") issued and outstanding im- mediately prior to the Effective Time (other than Dissenting Shares (as defined herein) and shares of Star Common Stock held in Star's treasury or directly or indirectly by Star or any of its wholly owned Subsidiaries or Firstar (WI) (except for Trust Account Shares and DPC Shares)) shall be converted into the right to receive one share (the "Second Merger Exchange Ratio") of the common stock, par value $0.01, of Firstar (WI) (the "Firstar (WI) Common Stock").
CONVERSION OF STAR COMMON STOCK. (a) At the Effective Time, by virtue of the Second Step Merger and without any action on the part of Star, Firstar (WI) or the holders of capital stock of Star or Firstar (WI), each share of the common stock, par value $5.00 per share, of Star (the "Star Common Stock") issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined herein) and shares of Star Common Stock held in Star's treasury or directly or indirectly by Star or any of its wholly owned Subsidiaries or Firstar (WI) (except for Trust Account Shares and DPC Shares)) shall be converted into the right to receive one share (the "Second Merger Exchange Ratio") of the common stock, par value $0.01, of Firstar (WI) (the "Firstar (WI) Common Stock").

Related to CONVERSION OF STAR 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 Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • 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 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:

  • Delivery of Common Stock Upon Conversion Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

  • 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 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 Company Common 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 following securities:

  • Conversion into Common Stock Shares of Common Stock will be issued or become free of restrictions as soon as practicable following vesting of the RSUs, provided that you have satisfied your tax withholding obligations as specified under Section 10 of this Agreement and you have completed, signed and returned any documents and taken any additional action that the Corporation deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common Stock will be issued in your name (or may be issued to your executor or personal representative, in the event of your death or Disablement), and may be effected by recording shares on the stock records of the Corporation or by crediting shares in an account established on your behalf with a brokerage firm or other custodian, in each case as determined by the Corporation. In no event will the Corporation be obligated to issue a fractional share. Notwithstanding the foregoing, (i) the Corporation shall not be obligated to deliver any shares of the Common Stock during any period when the Corporation determines that the conversion of a RSU or the delivery of shares hereunder would violate any laws of the United States or your country of residence or employment and/or may issue shares subject to any restrictive legends that, as determined by the Corporation's counsel, is necessary to comply with securities or other regulatory requirements, and (ii) the date on which shares are issued may include a delay in order to provide the Corporation such time as it determines appropriate to address tax withholding and other administrative matters.

  • Conversion to Common Stock Each vested RSU shall convert into one (1) share of Common Stock on the applicable Vesting Date; provided, that, if the applicable Vesting Date occurs during a period in which Executive is (a) subject to a lock-up agreement restricting Executive’s ability to sell Common Stock in the open market, (b) restricted from selling Common Stock in the open market because a trading window is not available, in the opinion of Company, or (c) trading is otherwise not appropriate, in the reasonable and good faith opinion of Company, such conversion of vested RSUs into shares of Common Stock shall be delayed until the date immediately following the expiration of the lock-up agreement or the opening of a trading window or confirmation by Company that trading is appropriate, as the case may be.

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