Conversion of Class B Preferred Stock Sample Clauses

The Conversion of Class B Preferred Stock clause outlines the conditions and procedures under which holders of Class B Preferred Stock can convert their shares into common stock. Typically, this clause specifies the conversion ratio, any events that trigger automatic or optional conversion (such as an IPO or majority shareholder vote), and the process for exercising conversion rights. Its core function is to provide flexibility for investors, allowing them to participate in the upside of the company by converting to common stock, and to facilitate future financing or exit events by simplifying the company’s capital structure.
Conversion of Class B Preferred Stock. Each share of Class B Preferred Stock issued and outstanding immediately prior to the Effective Time (the "Class B Exchanged Shares," and, together with the Class A Exchange Shares, the "Exchanged Pre- ferred Stock") shall, by virtue of the Merger, be converted into (i) 0.169 of a fully paid and nonassessable share of Series A Preferred Stock, par value $1.00 per share and liquidation preference $100 per share, of the Surviving Corporation (the "Series A Preferred Stock"), having the terms set forth in the certificate of incorporation of the Surviving Corporation set forth in Exhibit E attached hereto, (ii) 0.086392 of a fully paid and nonassessable Surviving Corporation Common Share (clauses (i) and (ii) together, the "Class B Base Merger Consideration") and (iii) the right to receive all Merger Consideration Adjustments with respect to each Class B Exchanged Share (the "Class B Merger Consideration Adjustment") (clauses (i), (ii) and (iii) together, the "Class B Merger Consideration"). Each such Class B Exchanged Share shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate that formerly represented any such Class B Exchanged Shares shall, to the extent such certificate formerly represented such Class B Exchanged Shares, cease to have any rights with respect thereto, except the right to receive the Class B Merger Consideration applicable thereto, upon surrender of such certificate in accordance with Section 2.07 hereof.
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Conversion of Class B Preferred Stock. At the Effective Time, each share of Class B Preferred Stock, par value $0.01 per share, of the Company (each, a “Class B Preferred Share” and together with the Class A Preferred Shares, the “Preferred Shares”) that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the Company Stockholders, be canceled and extinguished, and each such Class B Preferred Share shall be converted into the right to receive the Class B Liquidation Preference in cash, payable in accordance with and subject to the conditions on payment as provided in this Article 3, other than with respect to Dissenting Shares. The Company and the Representative acknowledge and agree that the remittance of the Merger Consideration with respect to the Class B Preferred Shares in accordance with this Section 3.02(c) shall be deemed full satisfaction of the Preferred Shares Dividends with respect to such Class B Preferred Shares, and the holders of Class B Preferred Shares shall be estopped from asserting any claim to the contrary.
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Conversion of Class B Preferred Stock 
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Related to Conversion of Class B Preferred Stock

  • 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.

  • Series B Preferred Stock 1 Shares.......................................................................1

  • Series A Preferred Stock The Series A Preferred Stock shall have the following rights, preferences and limitations: i. The Series A Preferred Stock shall have a liquidation preference of $100 per share or an aggregate liquidation preference of $6.4 million. The liquidation preference shall be senior to all other securities of the Company including the Series B, C and D Preferred Stock described below and the Common Stock. ii. The Series A Preferred Stock shall not have specified dividends but shall be entitled to participate on an as-converted basis in any dividends paid on the Common Stock of the Company or the Series B, C or D Preferred Stock. iii. The Series A Preferred Stock shall not be subject to mandatory redemption at the election of the Investors but shall be subject to redemption at a redemption price of $100 per share by the Company at any time on or after ten (10) years after the original date of issuance. iv. The Series A Preferred Stock shall be convertible into shares of Common Stock at a conversion price of $1.00 per share. Each share of Series A Preferred Stock shall be initially convertible into 100 shares of Common Stock based on the $100 liquidation preferential amount thereof. The conversion price and number of shares will be subject to customary anti-dilution adjustments for stock splits, share dividends, recapitalizations, stock issuances, etc., with the anti-dilution adjustment for the issuance of shares at less than the conversion price being determined on the "weighted average method." v. Subject to the provisions of Section 3A hereof, the Series A Preferred Stock, voting as a single class, shall be entitled to elect a majority (4) of the Board of Directors. On all other matters, the holders of the Series A Preferred Stock shall vote together with the holders of the Common Stock and the Series B, C and D Preferred Stock and shall be entitled to cast one vote for each share of Common Stock into which the Series A Preferred Stock is convertible. vi. The approval of the Series A Preferred Stock, voting as a separate class, shall be required for the issuance of any securities having liquidation or other rights senior or superior or equal in any respect to the rights of the Series A Preferred Stock.

  • Conversion of Company Preferred Stock Each share of convertible preferred stock, par value $0.01 per share, of the Company (the "Company Preferred Stock") that has not been converted into Company Common Stock and that remains issued and outstanding immediately 26995100v.1 prior to the Effective Time (other than Dissenting Shares) will be converted into the right to receive, in cash and without interest, an amount equal to the Merger Consideration per share of Company Common Stock on an “as converted basis” based on the Merger Consideration that would have been payable to a holder of Company Preferred Stock if such holder had converted each share of Company Preferred Stock into Company Common Stock immediately prior to the Effective Time. For purposes of effecting the foregoing, each holder of Company Preferred Stock will receive after the Merger a notice of instruction and letter of transmittal to elect to either (i) surrender the certificate or certificates for the Company Preferred Stock to the Surviving Corporation in exchange for the payment of the Merger Consideration on an “as converted basis” as noted in the preceding sentence or (ii) retain the Company Preferred Stock in which case it shall be deemed converted into Company Preferred Stock of the Surviving Corporation with only the right, at such time as the holder thereof so demands in writing and surrenders any certificates representing such shares of preferred stock, to receive the Merger Consideration, in cash and without interest, an amount equal to the Merger Consideration per share of Company Common Stock on an “as converted basis” based on the Merger Consideration that would have been payable to a holder of Company Preferred Stock if such holder had converted each share of Company Preferred Stock into Company Common Stock immediately prior to the Effective Time. In the absence of the holder of the Company Preferred Stock notifying the Surviving Corporation of its instructions, alternative “(ii)” shall be deemed to apply.