Conversion of the Company Stock Sample Clauses

Conversion of the Company Stock. Subject to other provisions of this Article 2:
Sample 1Sample 2Sample 3See All (14)
AutoNDA by SimpleDocs
Conversion of the Company Stock. Each share of common stock, no par value, of the Company (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time (including fractional shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted as follows: (a)
Sample 1
Conversion of the Company Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Mergersub, the Company or their respective stockholders, each share of the capital stock of the Company issued and outstanding immediately prior to the Effective Time (the "Company Stock") shall be canceled and converted automatically into the right to receive the types and amounts of consideration as set forth opposite each Stockholder's name on Schedule 1.3 ------------ attached hereto. All undeclared or unpaid dividends on the capital stock of the Company immediately prior to the Effective Time shall be cancelled at the Effective Time. All the Company stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled and no consideration of any kind shall be delivered in exchange therefor under this Agreement.
Sample 1
Conversion of the Company Stock. (i) With respect to each Electing Stockholder, all shares of Company Stock issued and outstanding immediately prior to the Effective Time owned by such Electing Stockholder shall be automatically canceled, retired and converted into the right to receive, in the aggregate:
Sample 1
Conversion of the Company Stock. Subject to and in accordance with Sections 2.6 and 2.10 hereof, (i) each share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as hereinafter defined) or any shares of Common Stock to be cancelled pursuant to Section 2.8(b)) shall be cancelled and extinguished and be converted into the right, upon the surrender of the certificate representing such Common Stock, to receive the per share amount set forth on the Payment Schedule without any interest thereon, plus the Applicable Escrow Remainder, if any, upon termination of the Escrow Agreement; (ii) each share of the Company’s Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as hereinafter defined) or any shares of Series A Preferred Stock to be cancelled pursuant to Section 2.8(b)) shall be cancelled and extinguished and be converted into the right, upon the surrender of the certificate representing such Series A Preferred Stock, to receive the per share amount set forth on the Payment Schedule without any interest thereon, plus the Applicable Escrow Remainder, if any, upon termination of the Escrow Agreement; (iii) each share of the Company’s Series B Preferred Stock, $0.001 par value per share (the “Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as hereinafter defined) or any shares of Series B Preferred Stock to be cancelled pursuant to Section 2.8(b)) shall be cancelled and extinguished and be converted into the right, upon the surrender of the certificate representing such Series B Preferred Stock, to receive the per share amount set forth on the Payment Schedule without any interest thereon, plus the Applicable Escrow Remainder, if any, upon termination of the Escrow Agreement; and (iv) each share of the Company’s Series C Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as hereinafter defined) or any shares of Series C Preferred Stock to be cancelled pursuant to Section 2.8(b)) shall be cancelled and extinguished and be converted into the right, upon the surrender of the certificate representing such Series C Preferred Stock, to receive the per share amo...
Sample 1
Conversion of the Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, the shares of the capital stock of the Company shall be treated as follows:
Sample 1
Conversion of the Company Stock. (a) At the Company Effective Time, each share of the common stock, $.01 par value per share, of Merger Grandsub outstanding immediately prior to the Company Effective Time shall be converted into and become one fully paid and non-assessable share of capital stock, without par value, of the Surviving Corporation. (b) At the Company Effective Time, each share of the capital stock, without par value (the "Company Common Stock"), of the Company issued and outstanding immediately prior to the Company Effective Time (other than shares of Company Common Stock (i) held in the Company's treasury or (ii) owned by Parent, 4 11 Merger Grandsub, Barnxxxxx Xxxviving Corporation or any other wholly owned Subsidiary of Parent or the Company) shall, by virtue of the Company Merger and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Company Exchange Ratio. (c) As a result of the Company Merger and without any action on the part of the holder thereof, each share of the Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate (a "Company Certificate") representing any shares of the Company Common Stock shall thereafter cease to have any rights with respect to such shares of the Company Common Stock, except the right to receive, without interest, Parent Common Stock and cash for fractional shares of Parent Common Stock in accordance with Sections 4.3(b) and 4.4(e) upon the surrender of such Company Certificate. (d) Each share of the Company Common Stock issued and held in the Company's treasury, and each share of the Company Common Stock owned by Parent, Merger Grandsub, Barnxxxxx Xxxviving Corporation or any other wholly owned Subsidiary of Parent or the Company (other than shares issued pursuant to Section 4.3(a)), shall, at the Company Effective Time and, by virtue of the Company Merger, cease to be outstanding and shall, be canceled and retired without payment of any consideration therefor and no stock of Parent or other consideration shall be delivered in exchange therefor. (e) (i) At the Company Effective Time, all options (individually, a "Company Option" and collectively, the "Company Options") then outstanding under the Company's 1987 Incentive Stock Option Plan (the "1987 Plan"), 1993 Stock Incentive Option Plan (the "1993 Plan") and the Stock Option Agreement, dated August 11, 1995,...
Sample 1
AutoNDA by SimpleDocs
Conversion of the Company Stock. (a) At the Company Effective ------------------------------- Time, each share of the common stock, $.01 par value per share, of Merger Grandsub outstanding immediately prior to the Company Effective Time shall be converted into and become one fully paid and non-assessable share of capital stock, without par value, of the Surviving Corporation.
Sample 1

Related to Conversion of the Company Stock

  • 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 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 following securities:

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

  • Conversion of Merger Sub Capital Stock 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 and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • 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:

Time is Money Join Law Insider Premium to draft better contracts faster.