Common use of Conversion Transactions Clause in Contracts

Conversion Transactions. Prior to the Effective Time, (i) the Convertible Senior Subordinated Promissory Notes of Judge (the "Lore Notes"), issued by Judge pursuant to a 10% Convertible Senior Subordinated Note Purchase Agreement (the "Purchase Agreement"), dated July 1994, which Lore Notes are convertible into Judge Common Shares, shall be fully converted into Judge Common Shares, and (ii) an option held by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Sozzi Option"), to purchase 25,000 JIS Common Shares at an exercise price of $1.33 per share, shall be exercised on a "cashless exercise" basis for 29,250 JIS Common Shares. The transactions contemplated in this Section 3.1 are referred to as the Conversion Transactions. In the event that the Conversion Transactions are not consummated prior to Closing, this Agreement shall terminate and the Merger shall be abandoned without any action on the part of Judge, Acquisition or JIS.

Appears in 1 contract

Sources: Merger Agreement (Judge Imaging Systems Inc /)

Conversion Transactions. Prior to the Effective Time, (i) the Convertible Senior Subordinated Promissory Notes of Judge (the "Lore Investor Notes"), issued by Judge pursuant to a 10% Convertible Senior Subordinated Note Purchase Agreement (the "Purchase Agreement"), dated July 1994, which Lore Investor Notes are convertible into Judge Common Shares, shall be fully converted into Judge Common Shares, and (ii) an option held by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Sozzi Option"), ) to purchase 25,000 JIS Common Shares at an exercise price of $1.33 per share, shall be exercised on a "cashless exercise" basis for 29,250 11,700 JIS Common Shares. The transactions contemplated in this Section 3.1 are referred to as the Conversion Transactions. In the event that the Conversion Transactions are not consummated prior to Closing, this Agreement shall terminate and the Merger shall be abandoned without any action on the part of Judge, Acquisition or JIS.

Appears in 1 contract

Sources: Merger Agreement (Judge Group Inc)

Conversion Transactions. Prior to the Effective Time, (i) the Convertible Senior Subordinated Promissory Notes of Judge (the "Lore Notes"), issued by Judge pursuant to a 10% Convertible Senior Subordinated Note Purchase Agreement (the "Purchase Agreement"), dated July 1994, which Lore Notes are convertible into Judge Common Shares, shall be fully converted into Judge Common Shares, and (ii) an option held by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Sozzi Option"), ) to purchase 25,000 JIS Common Shares at an exercise price of $1.33 per share, shall be exercised on a "cashless exercise" basis for 29,250 11,700 JIS Common Shares. The transactions contemplated in this Section 3.1 are referred to as the Conversion Transactions. In the event that the Conversion Transactions are not consummated prior to Closing, this Agreement shall terminate and the Merger shall be abandoned without any action on the part of Judge, Acquisition or JIS.

Appears in 1 contract

Sources: Merger Agreement (Judge Imaging Systems Inc /)