Conversion of the Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:
Conversion of the Shares. At the Effective Time by virtue of the Merger and without any action on the part of Acquisition or any Seller:
Conversion of the Shares. At the Effective Time, by virtue of the STFC Merger and without any action on the part of the parties or the holders of any of the following securities:
Conversion of the Shares. The manner of converting the Shares in the ------------------------ Merger shall be as follows:
Conversion of the Shares. The Shares shall be converted into the right to receive from the Surviving Corporation in exchange for said Shares a total of 5,794,000 fully paid and non-assessable shares of I/O Common Stock (the "Merger Consideration"). At the Effective Time, each of the Shares, when so converted, shall no longer be deemed to be outstanding and shall automatically be canceled and retired and shall cease to exist, and the holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the Merger Consideration, upon the surrender of such certificate, without interest.
Conversion of the Shares. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares, shall be converted into the right to receive the Offer Price (the “Merger Consideration”), payable net to the holder in cash, without interest, less any withholding of Taxes required by applicable Law in accordance with Section 2.2(e), upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2. From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Share in accordance with Section 2.2, without interest thereon.
Conversion of the Shares. At the Step Two Merger Effective Time by virtue of the Step Two Merger and without any action on the part of the Interim Surviving Corporation, Parent, or Second Acquisition Corp.:
Conversion of the Shares. Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares) will be converted into the right to receive the Merger Consideration, payable net to the holder in cash, without interest and subject to deduction for any required withholding Tax pursuant to Section 2.2(g), in accordance with the procedures set forth in Section 2.2. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each Certificate that immediately prior to the Effective Time represented any of the Shares (other than Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest and subject to deduction for any required withholding Tax pursuant to Section 2.2(g).
Conversion of the Shares. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled or converted in accordance with Section 2.1(b) and other than Dissenting Shares pursuant to Section 2.3, will be converted into the right to receive the Merger Consideration, payable to the holder in cash, without interest, upon surrender of such Shares in accordance with Section 2.2. At the Effective Time, all of the Shares will cease to be issued and outstanding, will be cancelled and will cease to exist, and each Certificate (as defined below) that immediately prior to the Effective Time represented any of the Shares (other than Shares to be cancelled or converted in accordance with Section 2.1(b) and other than Dissenting Shares pursuant to Section 2.3) will thereafter represent only the right to receive the Merger Consideration, without interest.
Conversion of the Shares. Each Share will convert into 2,857 shares of Common Stock at the holder’s sole discretion on 5 days’ prior written notice, at any time at the Conversion Price of $.35 per share, subject to adjustment under certain circumstances. The Series B Preferred Stock, pursuant to the form of Certificate of Designations, as amended, attached hereto as Exhibit A, is also convertible at the Conversion Price at the Company’s sole discretion any time after the Effective Date of the registration statement of the Company on Form SB-2, or another suitable form permitted by the SEC, registering the shares of Common Stock underlying the Series B Preferred Stock and the C and D Warrants (the “Series B Registration Statement”), provided that the Common Stock is trading above 500% of the Conversion Price per share for the 30 consecutive days ending not more than 15 days prior to the date of notice of conversion.
