Conversion and Cancellation of Securities Sample Clauses
The "Conversion and Cancellation of Securities" clause outlines the procedures and conditions under which securities, such as shares or bonds, can be converted into other forms of securities or cancelled entirely. Typically, this clause specifies the triggers for conversion (such as a merger, acquisition, or maturity event), the conversion ratio or method, and the process for cancelling securities that are redeemed, repurchased, or otherwise retired. Its core practical function is to provide clear rules for changing or eliminating securities, thereby ensuring transparency and predictability for both issuers and holders, and preventing disputes over ownership or rights.
Conversion and Cancellation of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties or the holders of any securities of the Company or Merger Sub:
Conversion and Cancellation of Securities. (a) At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock described in Section 1.3(b) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into, and become exchangeable for, the right to receive 1.233 (the "Common Exchange Ratio") shares of Parent Common Stock; provided that no fractional shares of Parent Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 1.4(i) hereof. The consideration to be received by the holders of Company Common Stock pursuant to this Section 1.3(a) is hereinafter referred to as the "Merger Consideration."
(b) At the Effective Time, each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time, shall by virtue of the Merger and without any action on the part of the holder thereof, be automatically canceled and retired and cease to exist, and no cash, securities or other property shall be payable in respect thereof.
(c) At the Effective Time, each share of Merger Sub common stock, par value $.01 per share, issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the holder thereof, be converted into one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Entity.
(d) Pursuant to the DGCL, the holders of shares of Company Common Stock shall not have any dissenters or appraisal rights with respect to this Agreement or the Merger.
(e) The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), with respect to Parent Common Stock having a record date after the date hereof and prior to the Effective Time. The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into the Company Common Stock), with respect to the Company Common Stock having a record date after the date hereof and prior to the Effective Time.
Conversion and Cancellation of Securities. 6.1 At the First Blocker 1 Merger Effective Time, by virtue of the First Blocker 1 Merger and without any action on the part of any party:
(a) all membership interests in New Blocker 1 issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall be converted into the right to receive, in the aggregate, the applicable Merger Consideration and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement;
(b) all membership interests in New Blocker 1 will no longer be outstanding and all membership interests in New Blocker 1 will be cancelled and will cease to exist, and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; and
(c) all shares of common stock, par value $0.01 per share, of Merger Sub 1 issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall be converted into and become 100% of the membership interests in the First Blocker 1 Merger Surviving Company, which shall be held by Parent.
6.2 At the First Blocker 2 Merger Effective Time, by virtue of the First Blocker 2 Merger and without any action on the part of any party:
(a) all membership interests in New Blocker 2 issued and outstanding immediately prior to the First Blocker 2 Merger Effective Time shall be converted into the right to receive, in the aggregate, the applicable Merger Consideration and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement;
(b) all membership interests in New Blocker 2 will no longer be outstanding and all membership interests in New Blocker 2 will be cancelled and will cease to exist, and each holder of a certificate formerly representing any such membership interests will cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with this Agreement; and
(c) all shares of common stock, par value $0.01 per share, of Merger Sub 2 issued and outstanding immediately prior to the First Blocker 1 Merger Effective Time shall ...
Conversion and Cancellation of Securities. 3 SECTION 1.4
Conversion and Cancellation of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any of the Parties or any other shareholders of VanceInfo:
Conversion and Cancellation of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Midco, Merger Sub, the Company or the holders of any security of the Company, the following shall occur:
Conversion and Cancellation of Securities. As of the Effective ----------------------------------------- Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or capital stock of Merger Sub:
Conversion and Cancellation of Securities. 2 SECTION 1.4. EXCHANGE OF CERTIFICATES................................................... 3 SECTION 1.5.
Conversion and Cancellation of Securities. At the Effective Time:
(a) Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the Merger Consideration set forth across from the name of each Company Common Stockholder on Exhibit B.
Conversion and Cancellation of Securities. At the Closing Date: