Conversion of Subsidiary’s Common Stock Sample Clauses

Conversion of Subsidiary’s Common Stock. At the Effective Time, each outstanding share of Subsidiary’s common stock, $0.001 par value, (“Subsidiary Common Stock”), excluding any shares of Subsidiary Common Stock not issued and outstanding at the Effective Time, will, by virtue of the Merger and without any further action on the part of Parent, Subsidiary, Surviving Entity, or the shareholders of Subsidiary, shall be converted into and become the right to receive from Parent the sum of $0.11 per share in cash, without interest. Upon Subsidiary’s shareholders surrender to Broadridge Financial Solutions, who shall act as a payment agent as more specifically described in the Letter attached hereto on Exhibit “B”, on or after the effective date of the Merger, of Subsidiary Common Stock certificates properly endorsed or otherwise in a proper form for transfer, together with delivery of an executed letter of transmittal, Parent will pay to the shareholder $0.11 per share in cash promptly after the Effective Time (subject to reduction and/or increase in accordance with the escrow fund provisions). Parent has designated Broadridge Financial Solutions, as the will payment agent (the “Payment Agent”). Promptly after the Effective Time, Buyer will take all steps necessary to enable and cause the Surviving Entity to provide the Payment Agent with funds necessary to make the payments provided for by the terms of this Agreement. Promptly after the Effective Time, the Surviving Corporation will cause the Payment Agent to mail a letter of transmittal to each person who is shown as a shareholder of record of Subsidiary Common Stock immediately before the Effective Time. The letter of transmittal will be substantially in the form of Exhibit “B” to this Agreement. Upon delivery and surrender to the Payment Agent of the holder’s executed letter of transmittal and certificate(s) evidencing ownership of Target Common Stock, the holder will be entitled to receive in exchange therefor an amount in cash equal to the product of the number of shares of Target Common Stock represented by such certificate(s) multiplied by $0.11, less applicable withholding taxes (as provided below). All such certificates will be canceled. No interest will be paid, payable, or accrued on the amount of cash payable to any person hereunder. Each Target shareholder shall be deemed to have contributed such shareholder’s pro rata portion of the Escrow Account. The amount of cash payable to any shareholder of Target shall be subject to, and reduced ...
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Related to Conversion of Subsidiary’s Common Stock

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • 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 Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • 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 Company Common 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 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.

  • Valid Issuance of Preferred and Common Stock The Shares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.

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

  • Issuance of Shares of Common Stock As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

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