Consideration and Conversion of Shares Clause Samples

The 'Consideration and Conversion of Shares' clause defines the terms under which shares in a company may be exchanged, converted, or otherwise transferred, typically in the context of a transaction such as a merger, acquisition, or financing round. It outlines the process by which existing shares are converted into new classes or types of shares, or how consideration (such as cash, stock, or other assets) is provided to shareholders in exchange for their current holdings. For example, it may specify the conversion ratio, timing, and any conditions that must be met for the conversion to occur. This clause ensures that all parties understand how their ownership interests will change as a result of the transaction, providing clarity and reducing the risk of disputes over share entitlements.
Consideration and Conversion of Shares. At the Effective Time, in -------------------------------------- consideration for and fulfillment of the obligations, covenants, terms and conditions set forth in this Agreement, by virtue of the Merger:
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Consideration and Conversion of Shares. At the Effective Time, in consideration for and fulfillment of the obligations, covenants, terms and conditions set forth in this Agreement, by virtue of the Merger: (a) Company Common Stock held by Accredited Investors. Each issued and outstanding share of Company Common Stock held by a person who is an Accredited Investor shall automatically be canceled and extinguished and shall thereafter be converted into only the right to receive that number of shares of common stock, without par value, of the Purchaser (the "Purchaser Common Stock") equal to (i) 700,000 reduced proportionately (i.e., by 38.36 for each share of Company Common Stock held by a person who is not an Accredited Investor and who consequently shall receive the cash payment provided in Section 3.1(b)), (ii) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by persons who are Accredited Investors, subject to the escrow provided for in Section 3.2 below. Each share of Company Common Stock held in the treasury of Company or by the Purchaser, if any, shall be automatically canceled and extinguished, and no payment shall be made in respect of such shares. (b) Company Common Stock not held By Accredited Investors. Each issued and outstanding share of Company Common Stock held by a person who is not an Accredited Investor shall automatically be canceled and extinguished and shall thereafter be converted into only the right to receive $402.83 per share.
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Consideration and Conversion of Shares. The total merger consideration to be paid to the Company Stockholders is $17,590,446.27 (the "Merger Consideration"), decreased by the amount, if any, by which the Company's total debt on the Closing Date (as determined by Pentacon's accountants) exceeds "Permitted Indebtedness". "Permitted Indebtedness" shall equal the sum of $12,500,000 plus (i) any debt incurred or paid since April 30, 1998 in the ordinary course of business and approved in writing by Pentacon and (ii) payment on the stock appreciation rights held by Mr. William J. Ganss and Mr. Merritt B. Horell (which are to be repaid ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇uant ▇▇ ▇▇▇▇▇▇▇ 5.▇ ▇▇ ▇▇▇s Agreement); provided, however, that "Permitted Indebtedness" shall not include, without limitation, debt incurred to pay dividends or other distributions to the Company Stockholders, or any of them (other than current lease payments on the Company's Grand Prairie warehouse and payments in satisfaction of stock appreciation rights held by Merritt B. Horrell) or to purchase any equipment, inventory or service▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ckholders, or any of them, or from any Affiliate of the foregoing. At the Effective Time:
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Consideration and Conversion of Shares 
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Related to Consideration 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: (i) any shares of Company Common Stock held by the Company, any wholly-owned Subsidiary of the Company (or held in the Company’s treasury), Parent, Merger Sub, and any other wholly-owned Subsidiary of Parent, immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto; (ii) subject to Sections 2.6(b), 2.8 and 2.9, each share of Company Common Stock outstanding immediately prior to the Effective Time and not described in Section 2.6(a)(i) shall automatically be converted into the right to receive the Common Stock Per Share Amount, without interest; (iii) each share of the common stock, $0.01 par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation; (iv) subject to Section 2.6(b), each Vested Company Option outstanding and unexercised for which an Option Consent is obtained immediately prior to the Effective Time shall automatically be deemed exercised and the deemed shares of Company Common Stock associated with such exercise shall automatically be cancelled and, in consideration for such deemed exercise and automatic cancellation, the holder of such Vested Company Option shall be entitled to receive, with respect to each share of Company Common Stock issuable upon the exercise of such Vested Company Option and in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to the positive result, if any, of the Merger Option Consideration less any required withholding of Taxes; for avoidance of doubt, as a result of the foregoing, each Vested Company Option, and any deemed issuance of Company Common Stock associated with the deemed exercise, which shall not be issued, shall both be cancelled at the Effective Time; (v) each Vested Company Option outstanding and unexercised for which an Option Consent is not obtained immediately prior to the Effective Time shall automatically be terminated; and (vi) each outstanding Company Option that is not a Vested Company Option shall be automatically cancelled, without any exercise thereof and no payment or distribution shall be made with respect thereto. (b) Notwithstanding anything to the contrary including the definitions of Common Stock Per Share Amount and Merger Option Consideration, the maximum aggregate consideration to be paid pursuant to this Section 2.6 is $29,302,000. If (i) the number, type and rights of the shares of capital stock of the Company are not as set forth in Section 3.6, and/or (ii) the rights (whether options, warrants or any other rights) to acquire capital stock of the Company are not as set forth in Section 3.6, the consideration to be delivered in respect of a share of Company Common Stock and a Vested Company Option for which an Option Consent has been obtained (and accordingly, pursuant to Section 2.6) shall be adjusted downward as appropriate.

  • Conversion of Stock At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.

  • 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 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.

  • 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.