Exchange and Conversion of Shares Sample Clauses

Exchange and Conversion of Shares. Subject to the provisions of this Article I, at the Effective Time, by virtue of the Share Exchange and without any action on the part of Bank or Holding Company, or the shareholders of either of the foregoing:
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Exchange and Conversion of Shares. At the Series E Closing, MxXxxxx agrees to (a) exchange all of his shares of Series A Preferred Stock for 933,333 shares of Series E Preferred Stock held by C Media or its transferee and (b) convert all such shares of his Series E Preferred Stock into Common Stock.
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Exchange and Conversion of Shares. (a) At the Closing Date, each holder of shares of Common Stock shall deliver to the Surviving Corporation a properly executed letter of transmittal and instructions (together, a "Transmittal Letter"), the form of which is attached hereto as EXHIBIT G, along with the certificate evidencing such shares of Common Stock. Subject to any required backup withholding obligations under the Code, at the Effective Time and upon surrender to the Surviving Corporation of certificates representing shares of Common Stock, together with a Transmittal Letter, the Stockholder of such certificates shall receive in exchange therefor, and AAI shall issue and deliver to such Stockholder, the Merger Consideration entitled to be received by such Stockholder.
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Exchange and Conversion of Shares. At the Effective Time, the shares of Target Bank Stock outstanding at the Effective Time shall, by virtue of the Bank Merger and without any action on the part of the holder thereof, be cancelled; and the shares of the Bank Common Stock issued and outstanding at the Effective Time shall, by virtue of the Bank Merger and without any action on the part of holders thereof, continue to be issued and outstanding. The result of such conversions shall be that the Bank, as the Resulting Bank, shall have 80,000 shares of its capital stock issued and outstanding, with a par value of $1.00 per share, all of which shares shall be owned by Buyer.
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Exchange and Conversion of Shares. At the Effective Time:
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Exchange and Conversion of Shares. (a) At the Closing Date, the Surviving Corporation shall provide to each holder of shares of MTRA Common Stock who is of record on MTRA's stock transfer books at the Effective Time a form of letter of transmittal and instructions (together, a "Transmittal Letter"), the forms of which are attached hereto as EXHIBIT F, for use in effecting the surrender
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Exchange and Conversion of Shares. Subject to the provisions of this Article I, at the Effective Time, by virtue of the Share Exchange and without any action on the part of Bank or Company, or the shareholders of either of the foregoing: (i) Each share of Bank Stock issued and outstanding at the Effective Time shall be deemed exchanged for and converted into one (1) share of Company Stock and the Company shall be deemed to own and hold such number of shares of Bank Stock as are exchanged and converted. (ii) After the Effective Time the Company shall be the sole shareholder of the Bank and no Bank Shareholder shall have any rights arising out of or relating to Bank Stock except that such Bank Shareholder shall thereafter be deemed to be a shareholder of the Company with the same number of shares of Company Stock as such Bank Shareholder owned of Bank Stock immediately prior to the Effective Time. Each Bank Shareholder shall be entitled to receive a certificate or certificates evidencing his or her stock in the Company. (c) Tax-Free Reorganization. Company and Bank intend that the Share Exchange constitute a “reorganization” within the meaning of the Internal Revenue Code of 1986, as amended (“IRC”), section 368(a)(1)(B), and that this Agreement constitute a plan of reorganization thereunder. Neither Company nor Bank shall take any position inconsistent with such intentions. (d)
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Exchange and Conversion of Shares 
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Related to Exchange 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 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 Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Shares Exchange of Certificates Section 2.1 Effect on Capital Stock 4 Section 2.2 Exchange of Shares 7 Section 2.3 Company Stock Options 13 Section 2.4 Company ESPP 14 Section 2.5 Further Assurances 14 Section 2.6 Withholding Rights 14 ARTICLE III.

  • 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").

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

  • 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.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Delivery of Conversion Shares Upon Conversion Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the six (6) month anniversary of the Original Issue Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being issued upon the conversion of this Debenture (including, if the Company has given continuous notice pursuant to Section 2(b) for payment of interest in shares of Common Stock at least ten (10) Trading Days prior to the date on which the Notice of Conversion is delivered to the Company, shares of Common Stock representing the payment of accrued interest otherwise determined pursuant to Section 2(a) but assuming that the Interest Notice Period is the ten (10) Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Company and excluding for such issuance the condition that the Company deliver Interest Conversion Shares as to such interest payment prior to the commencement of the Interest Notice Period) and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). On or after the six (6) month anniversary of the Original Issue Date, the Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

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