Company Series A Preferred Stock. “Company Series A Preferred Stock” means the Company’s Series A Preferred Stock, par value $0.001 per share.
Company Series A Preferred Stock. Prior to the Effective Time, the Company shall cause each outstanding share of Company Series A Preferred Stock to be converted into shares of Company Common Stock in accordance with the terms of the Company Certificate of Designation and, as of the Effective Time, no shares of Company Series A Preferred Stock shall be issued or outstanding.
Company Series A Preferred Stock. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall exercise its right (the “Preferred Stock Conversion Right”) pursuant to Section 8 of the provisions of the charter of the Company establishing the terms of the Company Series A Preferred Stock (the “Preferred Stock Conversion Provisions”) to require all holders of Company Series A Preferred Stock to convert such shares of Company Series A Preferred Stock into shares of Company Common Stock on the terms and subject to the conditions set forth in the Preferred Stock Conversion Provisions (the “Preferred Stock Conversion”). The Company’s exercise of its Preferred Stock Conversion Right and the Preferred Stock Conversion shall be conducted in accordance with the terms of the Preferred Stock Conversion Provisions; provided, that the date the Preferred Stock Conversion is to be effective shall be no later than one Business Day prior to the Closing Date.
Company Series A Preferred Stock. “Company Series A Preferred Stock” shall have the meaning set forth in Section 2.3(a) of the Agreement.
Company Series A Preferred Stock. Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time will be cancelled and extinguished without any present or future right to receive any portion of the Total Parent Share Number.
Company Series A Preferred Stock. (a) At the Effective Time, all issued and outstanding share of the Company Series A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Company Series A Preferred Stock, be converted into their pro-rata portion of the Initial Wireless Merger Stock and any Additional Wireless Merger Stock to be received following the Closing Date, as though each such issued and outstanding share of Company Series A Preferred Stock had been voluntarily converted by the holder thereof into Company Common Stock immediately prior to the Effective Time, at the conversion price then in effect. Without limiting the generality of the foregoing, the Company shall use its commercial best efforts to obtain all amendments to the instruments governing the rights and preferences of the Company Series A Stock and of the holders thereof, and consents of such holders to convert, at or prior to the Effective Time, their shares of Company Series A Stock in the first instance and otherwise to effectuate the transactions contemplated by this Section 2.04(a).
Company Series A Preferred Stock. Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) newly issued share of Parent Series A Preferred Stock (the “Series A Merger Consideration”) and shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption and other rights and restrictions as set forth in the Articles Supplementary. As a result of the Merger, all shares of Company Series A Preferred Stock shall no longer be outstanding and shall be automatically canceled and retired and shall cease to exist as shares of Company Series A Preferred Stock, and each evidence of shares in book-entry form previously representing shares of Company Series A Preferred Stock immediately prior to the Effective Time (together with the Company Book-Entry Shares, the “Company Book-Entry Securities”) and each certificate previously representing shares of Company Series A Preferred Stock immediately prior to the Effective Time (together with the Company Common Stock Certificates, the “Company Certificates”) shall thereafter represent the right to receive the shares of Parent Series A Preferred Stock into which such shares of Company Series A Preferred Stock were converted, in accordance with Section 2.3, without interest.
Company Series A Preferred Stock. Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time, subject to
Company Series A Preferred Stock. Each share of Company Series A Preferred Stock outstanding immediately prior to the Effective Time will receive the consideration that the Company Common Stock issuable upon conversion thereof would receive under Section 1.6(a) as if such share of Company Series A Preferred Stock converted into Company Common Stock immediately prior to the Effective Time.
Company Series A Preferred Stock. Promptly after the Second Merger Effective Time, Parent shall cause the Exchange Agent to mail (and make available for collection by hand) to each holder of record of a certificate or certificates which immediately prior to the Second Merger Effective Time represented outstanding shares of Company Series A Preferred Stock (the “Preferred Certificates”) or non-certificated shares of Company Series A Preferred Stock represented by book-entry (“Book-Entry Preferred Shares”) and whose shares of Company Series A Preferred Stock were converted pursuant to Section 2.1(b) into the right to receive the Per Preferred Share Merger Consideration (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Preferred Certificates (or affidavits of loss in lieu thereof) or transfer of the Book-Entry Preferred Shares to the Exchange Agent and which shall otherwise be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Preferred Certificates (or affidavits of loss in lieu thereof) or Book-Entry Preferred Shares in exchange for payment of the Per Preferred Share Merger Consideration. Upon (i) surrender to the Exchange Agent or to such other agent or agents as may be appointed by Parent of a Preferred Certificate for cancellation (or an affidavit of loss in lieu thereof) or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of a Book-Entry Preferred Share, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Preferred Certificate or Book-Entry Preferred Share shall be entitled to receive in exchange therefor the Per Preferred Share Merger Consideration in respect of each share of Company Series A Preferred Stock formerly represented by such Preferred Certificate or Book-Entry Preferred Share pursuant to the provisions of this Article II. The Parent Series C Preferred Stock constituting the Per Preferred Share Merger Consideration shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Preferred Stock or is otherwise required under applicable Law. The Exchange ...
