Company Series B Preferred Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the First Merger and without any action on the part of any holder of Company Capital Stock, each share of Series B Preferred Stock held by an Accredited Investor (other than any Disregarded Shares) issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and automatically converted into the right to receive:
Company Series B Preferred Stock. Each share of Series B Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Stock”) issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares and any Cancelled Shares, shall be cancelled and extinguished and shall be converted into the right to receive a payment in cash, without interest, as set forth on Schedule 2.1 attached hereto, payable in accordance with the Allocation, to the extent applicable, after surrender of instruments representing such Series B Stock in the manner provided in Sections 2.7 and 2.10
Company Series B Preferred Stock. (a) The Stockholder hereby waives (and hereby consents to) and shall not exercise any rights that the Stockholder, in the Stockholder’s capacity as a holder of Company Series B Preferred Stock, might have under the Charter in respect of any Merger Actions, including any voting rights that the Stockholder might have in respect of any Merger Actions. Notwithstanding the immediately foregoing sentence, the Stockholder:
Company Series B Preferred Stock. As of the Effective Time, all shares of Company Common Stock and Company Series B Preferred Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock or Company Series B Preferred Stock (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration and any cash in lieu of fractional shares to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.02 or 2.04, without interest, or, in the case of Dissenting Shareholders, if any, the rights, if any, accorded under Section 262 of the DGCL.
Company Series B Preferred Stock. As provided by the terms of the Series B Preferred Stock, each holder of outstanding shares of Series B Preferred Stock shall have the right, at its option, to convert any or all of such holder’s shares of Series B Preferred Stock into the Merger Consideration as if such shares had been converted immediately prior to the Effective Time into the number of shares of Company Common Stock into which such shares would then be convertible assuming a Mandatory Conversion Date (as defined in the terms of the Series B Preferred Stock) had occurred and shall be entitled to the same right of election (and proration, subject to the proviso in the third sentence of Section 1.5(c) with respect to proration allocations in respect of holders of Class C Warrants who also hold shares of Series B Preferred Stock) as holders of Company Common Stock. At the Effective Time, and without any action on the part of any holder of a share of Series B Preferred Stock, each share of Series B Preferred Stock that is then outstanding and as to which a conversion election has not been made will remain outstanding and shall convert into preference securities of Purchaser having rights (including, but not limited to, the right of conversion), preferences, privileges and voting powers that, taken as a whole, are not materially less favorable to the holders of the shares of Series B Preferred Stock than the rights, preferences, privileges and voting powers of the Series B Preferred Stock, taken as a whole, immediately prior to the Effective Time (such preference securities, the “Equivalent Preferred Shares”).
Company Series B Preferred Stock. Subject to the terms and subject to the conditions set forth in this Agreement and without any action on the part of any Company Stockholder, at the Effective Time each share of Company Series B Preferred Stock issued and outstanding immediately prior to the Effective Time and held by the Company Stockholders (other than Dissenting Shares), shall be, by virtue of the Merger and without further action on the part of any Company Stockholder, canceled, extinguished and converted into the right to receive as of the Effective Time, upon delivery of a duly executed and completed Letter of Transmittal and surrender of a certificate formerly representing such share of Company Capital Stock in the manner provided in Section 1.12, and subject in all respects to Section 1.10, Section 1.11, Section 1.13 and Section 8.7(c), an amount payable in cash, as reflected in the Spreadsheet, without interest, equal to the Series B / Series B-1 Amount Per Share.
Company Series B Preferred Stock. As of the Effective Time, each Company Series B Share that is issued and outstanding at the Effective Time (but before cancellation thereof by operation of the Merger) (except for Dissenting Shares) shall by virtue of the Merger and without any action on the part of any Party or holder thereof, be cancelled and converted into the right to receive:
Company Series B Preferred Stock. Notwithstanding anything to the contrary, nothing in this Article VI shall limit the Company’s ability to perform its obligations under the Series B Financing Agreements, including, without limitation, Section 8.1 in the Stock Purchase Agreement.
Company Series B Preferred Stock. Each share of Company Series B Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with Section 1.9(c), (A) the Series B Stock Closing Amount Per Share, and (B) the right to receive upon release from escrow pursuant to Section 1.9(c)(iii) and the terms and conditions of the Escrow Agreement, the Series B Stock Escrow Amount Per Share. The amount of cash each Company Stockholder is entitled to receive for the shares of Company Series B Stock held by such Company Stockholder shall be rounded to the nearest cent.
Company Series B Preferred Stock. “Company Series B Preferred Stock” shall mean the Preferred Stock, Series B, no par value, of the Company.
