Common use of Effect of Conversion Clause in Contracts

Effect of Conversion. All shares of Series A Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section B.4.2. and to receive payment of any dividends declared but unpaid that such holder is entitled to pursuant to Section B.1.2. Any shares of Series A Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Stock accordingly.

Appears in 2 contracts

Samples: Consent Agreement (ExamWorks Group, Inc.), Consent Agreement (ExamWorks Group, Inc.)

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Effect of Conversion. All shares of Series A Convertible Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Series A Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section B.4.2. IV.3(d)(ii) and to receive payment of any dividends declared but unpaid that such holder is entitled to pursuant to Section B.1.2thereon. Any shares of Series A Convertible Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Convertible Preferred Stock accordingly.

Appears in 2 contracts

Samples: Investors Agreement (Sunnova Energy International Inc.), Investors Agreement (Sunnova Energy International Inc.)

Effect of Conversion. All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Series A Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section B.4.2. 4.2 and to receive payment of any dividends declared but unpaid that such holder is entitled to pursuant to Section B.1.2on the shares of Series A Preferred Stock so converted. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hecht Peter M)

Effect of Conversion. All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Class A Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section B.4.2. Subsection 4.2 and to receive payment of any dividends declared but unpaid that such holder is entitled to pursuant to Section B.1.2thereon. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Panacea Acquisition Corp)

Effect of Conversion. All shares of Series A D Convertible Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders Holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section B.4.2. therefor and to receive payment of any Accruing Dividends accrued but unpaid, whether or not declared thereon, or any dividends declared but unpaid that such holder is entitled to pursuant to Section B.1.2thereon. Any shares of Series A D Convertible Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A D Convertible Preferred Stock accordingly.

Appears in 1 contract

Samples: Securities Purchase Agreement (GRANDPARENTS.COM, Inc.)

Effect of Conversion. All shares of Series A C-1 Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section B.4.2. Subsection 7.1.3 and to receive payment of any dividends declared or accrued but unpaid that such holder is entitled to pursuant to Section B.1.2thereon. Any shares of Series A C-1 Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A C-1 Preferred Stock accordingly.

Appears in 1 contract

Samples: Voting Agreement (VirtualScopics, Inc.)

Effect of Conversion. All shares of Series A C-2 Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section B.4.2. Subsection 7.1.3 and to receive payment of any dividends declared or accrued but unpaid that such holder is entitled to pursuant to Section B.1.2thereon. Any shares of Series A C-2 Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A C-2 Preferred Stock accordingly.

Appears in 1 contract

Samples: Voting Agreement (VirtualScopics, Inc.)

Effect of Conversion. All shares of Series A D Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section B.4.2. Subsection 4.2 and to receive payment of any dividends accrued or declared but unpaid that such holder is entitled to pursuant to Section B.1.2thereon. Any shares of Series A D Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A D Preferred Stock accordingly.

Appears in 1 contract

Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Idera Pharmaceuticals, Inc.)

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Effect of Conversion. All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section B.4.2. Subsection 4.2 (Fractional Shares) and to receive payment of any dividends declared but unpaid that such holder is entitled to pursuant to Section B.1.2thereon. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

Appears in 1 contract

Samples: Restricted Stock Purchase Agreement

Effect of Conversion. All shares of Series A Convertible Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shares, including the rights, if any, to receive notices and to vote, shall immediately forthwith cease and terminate at the Conversion Time, except only the right of the holders holder thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section B.4.2. therefor and to receive payment of any dividends declared accrued but unpaid that such holder is entitled to pursuant dividends thereon (whether or not declared). Subject to Section B.1.2. Any 6(c)(iii)(B), any shares of Series A Convertible Preferred Stock so converted shall be retired and cancelled canceled and may shall not be reissued as shares of such seriesreissued, and the Corporation may thereafter from time to time take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Convertible Preferred Stock accordingly.

Appears in 1 contract

Samples: Employment Agreement (Document Security Systems Inc)

Effect of Conversion. All shares of Series A B Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefortherefore (and the absolute right to Liquidated Damages of shares not so delivered), to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section B.4.2. Subsection 4.2 and to receive payment of any dividends declared but unpaid that such holder is entitled to pursuant to Section B.1.2thereon. Any shares of Series A B Preferred Stock so converted shall be retired and cancelled and may not be reauthorized or reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A B Preferred Stock accordingly.

Appears in 1 contract

Samples: Subscription Agreement (MyDx, Inc.)

Effect of Conversion. All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Class B Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section B.4.2. 5.3(c) above and to receive payment of any dividends declared but unpaid that such holder is entitled to pursuant to Section B.1.2thereon. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

Appears in 1 contract

Samples: Shareholders Agreement (Heugenis Inc)

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