EXCHANGE RATIO AND CONVERSION OF SHARES Sample Clauses

EXCHANGE RATIO AND CONVERSION OF SHARES. At the Effective Time of the Merger (as defined herein), all the outstanding shares of common stock of PCI, par value $.01 per share ("PCI Common Stock") shall be converted into shares of Nextel Common Stock using an exchange ratio of 3.17:1.0, so that three and seventeen one hundredths shares of PCI Common Stock are converted into one share of Nextel Common Stock (the "Basic Exchange Ratio"), subject to the adjustments described in this Article I. As of July 1, 1996, (i) the total number of shares of PCI Common Stock outstanding ("July 1 Shares"), plus (ii) the total number of shares of PCI Common Stock issuable upon exercise of warrants or options, or upon exchange or conversion of convertible instruments (regardless of whether they were on July 1 or are at the Effective Time of the Merger "in the money") as set forth on Schedule 2.5(a) ("July 1 Derivatives"), and excluding (y) all treasury shares, and (z) all other shares, rights to acquire shares or other issuance commitments for shares of PCI Common Stock that are not July 1 Shares or July 1 Derivatives, was 27,840,219 (the "PCI Share Base"). The maximum value of Nextel Common Stock to be issued hereunder at the Effective Time of the Merger with respect to (a) the PCI Share Base (without adjustment for any instrument that may have expired without exercise, exchange or conversion into PCI Common Stock), and (b) any PCI Common Stock, or options, warrants, convertible or exchangeable instruments or other commitments to issue PCI Common Stock outstanding at the Effective Time of the Merger that are not July 1 Shares or July 1 Derivatives (such additional PCI Common Stock or issuance commitments, the "Dilutive PCI Common Equivalents"; and together with the PCI Share Base (without adjustment for any instrument that may have expired without exercise, exchange or conversion into PCI Common Stock), the "Actual PCI Common Equivalents") shall be $170,000,000 (the "Basic Value Cap"). The maximum number of shares of Nextel Common Stock to be issued hereunder at the Effective Time of the Merger shall be 8,782,403, subject to adjustment only in the event Nextel elects to deliver additional shares to avert a termination of this Agreement pursuant to Section 1.10, or for changes to the capitalization of Nextel pursuant to Section 1.12.
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EXCHANGE RATIO AND CONVERSION OF SHARES. Base (without adjustment for any instrument that may have expired without exercise, exchange or conversion into PCI Common Stock), and (b) any PCI Common Stock, or options, warrants, convertible or exchangeable instruments or other commitments to issue PCI Common Stock outstanding at the Effective Time of the Merger that are not July 1 Shares or July 1 Derivatives (such additional PCI Common Stock or issuance commitments, the "Dilutive PCI Common Equivalents"; and together with the PCI Share Base (without adjustment for any instrument that may have expired without exercise, exchange or conversion into PCI Common Stock), the "Actual PCI Common Equivalents") shall be $170,000,000 (the "Basic Value Cap"). The maximum number of shares of Nextel Common Stock to be issued hereunder at the Effective Time of the Merger shall be 8,782,403, subject to adjustment only in the event Nextel elects to deliver additional shares to avert a termination of this Agreement pursuant to Section 1.10, or for changes to the capitalization of Nextel pursuant to Section 1.12.
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Related to EXCHANGE RATIO AND CONVERSION OF SHARES

  • 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 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 shares of Company Common Stock, Parent Stock (as defined below) or any capital stock of Merger Sub:

  • Conversion of Shares Exchange of Certificates Section 2.1

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

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

  • 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 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").

  • 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.

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