Treatment of Convertible Securities. For the purpose of the adjustment required under this Section (f)(ii), if the Company issues or sells any rights or options for the purchase of, or stock or other securities convertible into, Additional Shares of Common Stock (such convertible stock or securities being herein referred to as “Convertible Securities”) and if the Effective Price of such Additional Shares of Common Stock is less than the Exercise Price (subject to adjustment as aforesaid), in each case the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus, in the case of such rights or options, the amounts of consideration, if any, payable to the Company upon the exercise of such rights or options, plus, in the case of Convertible Securities, the amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof; provided that if, in the case of Convertible Securities, the amounts of such consideration cannot be ascertained but are a function of anti-dilution or similar protective clauses, the Company shall be deemed to have received the amounts of consideration without reference to such clauses; and provided further that if the amount of consideration payable to the Company upon the exercise or conversion of rights, options or Convertible Securities is reduced over time or on the occurrence or non-occurrence of specified events other than by reason of anti-dilution adjustments, the Effective Price shall be recalculated using the figure to which such amount of consideration is reduced; and provided further that if the amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased amount of consideration payable to the Company upon the exercise or conversion of such rights, options or Convertible Securities. No further adjustment of the Exercise Price, as adjusted upon the issuance of such rights, options or Convertible Sec...
Treatment of Convertible Securities. Subject to Section 2.15, and all other terms and conditions of this Agreement and the Plan of Arrangement, pursuant to the Arrangement:
Treatment of Convertible Securities. If any Participating Seller Transfers Convertible Securities in any Transfer pursuant to Section 4.2 or 4.3, such Participating Seller shall receive, in exchange for each such Convertible Security that it Transfers, consideration equal to the amount (if greater than zero) determined by multiplying (a) the purchase price per Share received by the Prospective Selling Investors in such Transfer less the exercise price, if any, per Share of such Convertible Security times (b) the number of Shares that would be issued upon exercise, conversion or exchange of such Convertible Security (in all cases to the extent vested and exercisable or convertible or exchangeable at the time of such Transfer), subject to reduction for any taxes required to be withheld in respect of such Transfer under applicable law.
Treatment of Convertible Securities. If any Stockholder shall convert or exchange Convertible Securities in any Recapitalization Transaction pursuant to this Section 4.4, such Stockholder shall receive in exchange for such Convertible Securities, options, warrants or other convertible securities, as the case may be, with substantially similar vesting and other terms (including with respect to the spread between the fair market value of the relevant security and the exercise price to purchase such security) as the Convertible Securities being exchanged or converted, and that are exercisable or convertible for securities of the same nature as are being issued to the Stockholders in the Recapitalization Transaction in exchange for the Shares with respect to which the Convertible Securities in question were initially exercisable for, or convertible into.
Treatment of Convertible Securities. After any Class V Group Redemption Date or Class V Group Conversion Date on which all outstanding shares of Class V Common Stock are redeemed or converted, any share of Class V Common Stock of the Corporation that is to be issued on exchange, conversion or exercise of any Convertible Securities shall, immediately upon such exchange, conversion or exercise and without any notice from or to, or any other action on the part of, the Corporation or its Board of Directors or the holder of such Convertible Security:
Treatment of Convertible Securities. Other than the Company Stock Options, which shall be treated in accordance with Section 5.06, and the outstanding warrants to purchase up to 650,000 shares of Company Common Stock, each of which shall be amended to (i) permit the net-exercise thereof and (ii) provide that if not exercised prior to the Effective Time shall be cancelled (all of which shares shall be deemed outstanding for purposes of calculating the number of Outstanding Shares), all outstanding options (whether vested or unvested), warrants, rights, calls, commitments or agreements of any character to which the Company or any subsidiary is a party or by which it is bound, calling for the issuance of shares of capital stock of the Company, and all securities convertible into or exercisable or exchangeable for, or representing the right to purchase or otherwise receive, directly or indirectly, any such capital stock, or other arrangement to acquire, at any time or under any circumstance, capital stock of the Company or any such other securities (the "CONVERTIBLE SECURITIES") that, as of the Effective Time have not been exercised or converted, as applicable, shall be cancelled and shall no longer be exercisable, exchangeable or convertible, as applicable.
Treatment of Convertible Securities. Subject to the terms and conditions of this Agreement and the Plan of Arrangement, pursuant to the Arrangement: all outstanding Unvested CRH Options shall cease to represent an option or other right to acquire CRH Shares and shall be exchanged at the Effective Time for Replacement Options; all outstanding Rollover RSUs shall be exchanged at the Effective Time for Replacement RSUs; and all Payout RSUs and all Vested CRH Options will be deemed to be fully vested and exercisable, and shall, without further action, be deemed to be assigned and transferred by the holder thereof to CRH in exchange for a cash payment from CRH equal to the Option Consideration (if any) in respect of such CRH Option or equal to the RSU Consideration (if any) in respect of such CRH RSU net of any applicable withholding tax.
Treatment of Convertible Securities. (a) Each Company Warrant issued and outstanding as of immediately prior to the Effective Time, shall be net exercised as of immediately prior to the Effective Time for a number of Company Common Shares, as applicable, in accordance with its terms and shall thereupon automatically be cancelled, extinguished and retired and cease to exist, and each holder thereof shall cease to have any rights with respect thereto, other than, for the avoidance of doubt, with respect to receipt of the Company Common Shares into which such Company Warrants are exchanged immediately prior to the Effective Time (and for the avoidance of doubt such Company Common Shares shall be subsequently canceled as of the Effective Time in accordance with Section 3.01(b)).
Treatment of Convertible Securities. If any Participating Seller shall Sell Convertible Securities in any Sale pursuant to Section 4, such Participating Seller shall receive in exchange for such Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Stockholder(s) in such Sale for the number of shares of each class of Stock that would be issued upon exercise, conversion or exchange of such Convertible Securities less the exercise price, if any, of such Convertible Securities (to the extent exercisable, convertible or exchangeable at the time of such Sale), subject to reduction for any tax or other amounts required to be withheld under applicable law.
Treatment of Convertible Securities. If any Participating Seller shall Sell Convertible Securities (or shall convert Convertible Securities in order to Sell the underlying Shares) in any Sale pursuant to this Section 4, then, without prejudice to the rights of such Stockholder with respect to the conversion, exercise or exchange of such Convertible Securities and any entitlement to any payment of premium thereon or thereunder, such Participating Seller shall receive in exchange for such Convertible Securities consideration in the amount (if greater than zero) equal to the purchase price received by the Prospective Selling Stockholder(s) in such Sale for the number of shares of each class of Common Stock that would be issued upon exercise, conversion or exchange of such Convertible Securities less the exercise price, if any, of such Convertible Securities (to the extent exercisable, convertible or exchangeable at the time of such Sale).
