CONVERSION OF THE STOCK Sample Clauses

CONVERSION OF THE STOCK. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, the Company or the holders of any of their securities, the outstanding Common Stock of the Company shall be converted into the right to receive (a) $212.50, less zero (which are adjustments pursuant to Section 1.3(ii) through (v)) in cash per share of Common Stock held by such stockholder from the Cash Consideration; and (b) 37 1/2 shares of Purchaser Stock per share of Common Stock held by such stockholder from the Stock Consideration. Each holder of a certificate representing any Common Stock (except for Dissenting Shares) shall, after the Effective Time, cease to have any rights with respect to such Common Stock, except the right to receive the Merger Consideration for such Common Stock upon the surrender of such certificate in accordance with Section 2.6(c) hereof.
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CONVERSION OF THE STOCK. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, the Company or the holders of any of their securities, the outstanding Common Stock of the Company shall be converted into the right to receive (a) $96.9388 in cash per share of Common Stock held by such stockholder from the Cash Consideration; and (b) 153.0612 shares of Purchaser Stock per share of Common Stock held by such stockholder from the Stock Consideration. Each holder of a certificate representing any Common Stock (except for Dissenting Shares) shall, after the Effective Time, cease to have any rights with respect to such Common Stock, except the right to receive the Merger Consideration for such Common Stock upon the surrender of such certificate in accordance with Section 2.6(c) hereof.
CONVERSION OF THE STOCK. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of their securities, the outstanding Common Stock of the Company shall be converted into the right to receive (a) $41.1176 ($450,000 divided by 10,200 (which is the cash component of the Consideration less the Xxxxxxx Money)) less _____ (which are adjustments pursuant to Section 1.6(ii) through (v)) in cash per share of Common Stock held by such stockholder from the Consideration; and (b) a promissory note ("Purchaser Note") in the amount of $51.9608 ($530,000 divided by 10,200). Each Purchaser Note shall be in substantially the form of EXHIBIT 2.5(a). Each holder of a certificate representing any Common Stock (except for Dissenting Shares) shall, after the Effective Time, cease to have any rights with respect to such Common Stock, except the right to receive the Merger Consideration for such Common Stock upon the surrender of such certificate in accordance with Section 2.6(c) hereof.
CONVERSION OF THE STOCK. At the Effective Time, by virtue of the Merger and without any action on the part of Seller or the holder of any shares of capital stock of Merger Sub, all of the Stock shall be converted into and become the right to receive the Merger Consideration in accordance with Section 1.9. At the Effective Time, all of the Stock shall be canceled and retired automatically and shall cease to exist and be outstanding. Seller shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.9.
CONVERSION OF THE STOCK 

Related to CONVERSION OF THE STOCK

  • 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 Notwithstanding any other provisions of this Declaration or the By-Laws of the Trust, a favorable vote of a majority of the Trustees then in office followed by the favorable vote of the holders of not less than seventy-five percent (75%) of the Shares of each affected class or series outstanding, voting as separate classes or series, shall be required to approve, adopt or authorize an amendment to this Declaration that makes the Shares a "redeemable security" as that term is defined in the 1940 Act, unless such amendment has been approved by 80% of the Trustees, in which case approval by a Majority Shareholder Vote shall be required. Upon the adoption of a proposal to convert the Trust from a "closed-end company" to an "open-end company" as those terms are defined by the 1940 Act and the necessary amendments to this Declaration to permit such a conversion of the Trust's outstanding Shares entitled to vote, the Trust shall, upon complying with any requirements of the 1940 Act and state law, become an "open-end" investment company. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of the Shares otherwise required by law, or any agreement between the Trust and any national securities exchange.

  • 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:

  • 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 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.

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

  • 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 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 Note (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

  • Conversion of Shares Exchange of Certificates Section 2.1

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