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: (a) Subject to Section 1.6 and Section 1.8, at the Effective Time, each share of (i) common stock of the Company (the “Company Common Shares”), (ii) Series A-1 Preferred Stock of the Company (the “Company Series A-1 Preferred Shares”), and (iii) Series A-2 Preferred Stock of the Company (the “Company Series A-2 Preferred Shares”), (iv) Series A-3 Preferred Stock of the Company (the “Company Series A-3 Preferred Shares”), (v) Series A Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 Preferred Shares,” and, together with the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 Preferred Shares and the Company Series A Prime-1 Preferred Shares, the “Company Preferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares as defined below), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the number of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto (such Conversion Ratio for each class or series of Company Shares, the “Conversion Ratio”), rounded to the nearest whole share, with five tenths (0.5) of a share rounded up. The shares of Parent Common Stock into which the Company Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time. (b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by the Parent and shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded to the nearest whole share, with five tenths (0.5) of a share rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code applies, the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code. (c) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agent) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time representing Company Shares (including, without limitation, evidencing Company Restricted Common Stock) to be converted into Merger Shares pursuant to Section 1.5(a) or cash pursuant to Section 1.8, as applicable (the “Company Shares Certificates”). If any Company Shares Certificate shall have been lost, stolen or destroyed, the Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond). (d) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
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:
(a) Subject to Section 1.6 and Section 1.8, at the Effective Time, each Each share of (i) common stock stock, par value $0.00001 per share, of the Company (the “Company Common SharesStock”), (ii) Series A-1 A Preferred Stock Stock, par value $0.00001 per share, of the Company (the “Company Series A-1 A Preferred SharesStock”), and (iii) Series A-2 B-1 Preferred Stock Stock, par value $0.00001 per share, of the Company (the “Company Series A-2 B-1 Preferred SharesStock”), and (iv) Series A-3 B-2 Preferred Stock Stock, par value $0.00001 per share, of the Company (the “Company Series A-3 B-2 Preferred Shares”), (v) Series A Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 Preferred SharesStock,” and, and together with the Company Series A-1 B-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 Preferred Shares and the Company Series A Prime-1 Preferred SharesStock, the “Company Series B Preferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company SharesStock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares Shares, as defined below), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the number of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto, and each share of Series C Preferred Stock, par value $0.00001 per share, of the Company (the “Series C Preferred Stock” and, together with the Series A Preferred Stock and Series B Preferred Stock, the “Company Preferred Stock”; the Company Preferred Stock, together with the Company Common Stock, is referred to herein as the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as defined below), shall be converted into and represent the right to receive such number of shares of Parent Common Stock as is equal to the “Series C Conversion Ratio” set forth on Schedule 1.5(a) hereto such that the post-Merger capitalization structure shall be as set forth in Exhibit A. An aggregate of 26,666,667 shares of Parent Common Stock, subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company (such Conversion Ratio for each class or series of Company including Dissenting Shares, ) outstanding immediately prior to the Effective Time (the “Conversion RatioCompany Stockholders”), rounded to the nearest whole share, with five tenths (0.5) of a share rounded up. The shares of Parent Common Stock into which the shares of Company Shares Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company SharesStock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by the Parent and shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded to the nearest whole share, with five tenths (0.5) of a share rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code applies, the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.
(c) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agentform) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time representing represented Company Shares (including, without limitation, evidencing Company Restricted Common Stock) Stock to be converted into Merger Shares pursuant to this Section 1.5(a) or cash pursuant to Section 1.8, as applicable 1.5 (the “Company Shares Stock Certificates”)) to the transfer agent for the Parent Common Stock. If any Company Shares Stock Certificate shall have been lost, stolen or destroyed, the transfer agent for the Parent Common Stock may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Stock Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond)Stock Certificate.
(dc) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Sources: Merger Agreement (Exicure, Inc.)
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:
(a) Subject to Section 1.6 and Section 1.81.6, at the Effective Time, each share of (i) common stock of the Company (the “Company Common Shares”), and (ii) Series A-1 Preferred Stock preferred stock of the Company (the “Company Series A-1 Preferred Shares”), and (iii) Series A-2 Preferred Stock of the Company (the “Company Series A-2 Preferred Shares”), (iv) Series A-3 Preferred Stock of the Company (the “Company Series A-3 Preferred Shares”), (v) Series A Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 Preferred Shares,” and, together with the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 Preferred Shares and the Company Series A Prime-1 Preferred Shares, the “Company Preferred Shares”; the Company Preferred Shares, which together with the Company Common Shares, are referred to herein as the “Company Shares”) ), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares as defined below), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the number of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto (such Conversion Ratio for each class or series of Company Shares, the “Conversion Ratio”)hereto, rounded down to the nearest whole share, with five tenths (0.5) of a share rounded up. The shares of Parent Common Stock into which the Company Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by the Parent and shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded to the nearest whole share, with five tenths (0.5) of a share rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code applies, the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.
(c) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agentform) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time representing represented Company Shares (including, without limitation, evidencing Company Restricted Common Stock) to be converted into Merger Shares pursuant to this Section 1.5(a) or cash pursuant to Section 1.81.5, as applicable (the “Company Shares Certificates”). If any Company Shares Certificate shall have been lost, stolen or destroyed, the Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond).
(dc) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Sources: Merger Agreement (Lomond Therapeutics Holdings, Inc.)
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:
(a) Subject to Section 1.6 and Section 1.81.6, at the Effective Time, each share of (i) common stock of the Company (the “Company Common Shares”), (ii) Series A-1 Seed-1 Preferred Stock of the Company (the “Company Series A-1 Seed-1 Preferred Shares”), and (iii) Series A-2 Seed-2 Preferred Stock of the Company (the “Company Series A-2 Seed-2 Preferred Shares”), (iv) Series A-3 Seed-3 Preferred Stock of the Company (the “Company Series A-3 Seed-3 Preferred Shares”), and (v) Series A Seed Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 Seed Preferred Shares,” and, together with the Company Series A-1 Seed-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 Seed-2 Preferred Shares and the Company Series A Prime-1 Seed-3 Preferred Shares, the “Company Preferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares as defined below), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the number of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto (such Conversion Ratio for each class or series of Company Shares, the “Conversion Ratio”)hereto, rounded down to the nearest whole share, with five tenths (0.5) of a share rounded up. The shares of Parent Common Stock into which the Company Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by the Parent and shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded to the nearest whole share, with five tenths (0.5) of a share rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code applies, the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.
(c) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agentform) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time representing Company Shares (including, without limitation, evidencing Company Restricted Common Stock) to be converted into Merger Shares pursuant to Section 1.5(a) or cash pursuant to Section 1.8, as applicable (the “Company Shares Certificates”). If any Company Shares Certificate shall have been lost, stolen or destroyed, the Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond).
(dc) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Company Securities. (a) Immediately prior to the Company Merger Effective Time, subject to the substantially concurrent occurrence of the Company Merger Effective Time, the Company shall consummate the Company Preferred Conversion and the Company Convertible Note Conversion. All of the shares of Company Preferred Stock and all of the Company Convertible Notes converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock or Company Convertible Notes shall thereafter cease to have any rights with respect to such Company Preferred Stock or Company Convertible notes, as applicable.
(b) At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of any Party Pubco, Parent, the Company Merger Sub, the Company or the holder holders of any of the following securities:
(ai) Subject to Section 1.6 and Section 1.8, at the Effective Time, each share of Company Common Stock (i) common stock including shares of Company Common Stock resulting from the Company (the “Company Common Shares”), (ii) Series A-1 Preferred Stock of the Company (the “Company Series A-1 Preferred Shares”), and (iii) Series A-2 Preferred Stock of the Company (the “Company Series A-2 Preferred Shares”), (iv) Series A-3 Preferred Stock of the Company (the “Company Series A-3 Preferred Shares”), (v) Series A Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 Preferred Shares,” and, together with the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 Preferred Shares Conversion and the Company Series A Prime-1 Preferred Convertible Note Conversion and shares of Company Restricted Stock, but excluding any Cancelled Shares or Dissenting Shares, the “Company Preferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company Shares”) that is issued and outstanding immediately prior to the Company Merger Effective Time (other than Dissenting Shares as defined below), shall be cancelled and converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Pubco Common Stock as is equal to the number of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto (such Conversion Exchange Ratio for each class or series of Company Shares, the “Conversion Ratio”), rounded to the nearest whole share, with five tenths (0.5) of a share rounded up. The shares of Parent Common Stock into which the Company Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by the Parent and shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded to the nearest whole share, with five tenths number) (0.5) of a share rounded upwhich consideration shall hereinafter be referred to as the “Per Share Company Merger Consideration”). The exercise price per ; provided that each share of each Parent Option as so assumed Pubco Common Stock that is issued upon the conversion of Company Restricted Stock pursuant to this Section 3.01(b)(i) (“Pubco Restricted Stock”) shall continue to have, and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to to, the same terms and conditions as were applicable under the of such share of Company Option Restricted Stock immediately prior to the Company Merger Effective Time, except including any vesting or forfeiture conditions. Each share of Company Common Stock converted into the right to receive the extent such terms or conditions are rendered inoperative by the Per Share Company Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate Consideration pursuant to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a3.01(b)(i) will no longer be outstanding, will automatically be cancelled and retired and will cease to the contrary: exist, and each holder of (iA) each Parent Option that qualified as an incentive stock option any Certificate formerly representing any such shares of Company Common Stock or (as defined in Section 422 of the CodeB) any book-entry account which immediately prior to the Company Merger Effective Time shall continue represented shares of Company Common Stock will, subject to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) applicable Law in the case of Dissenting Shares, cease to have any rights with respect thereto, except the right to receive the Per Share Company Option to which Section 422 Merger Consideration for each such share of the Code applies, the number of shares of Parent Company Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent accordance with the requirements of this Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.
(c) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agent) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time representing Company Shares (including, without limitation, evidencing Company Restricted Common Stock) to be converted into Merger Shares pursuant to Section 1.5(a) or cash pursuant to Section 1.8, as applicable (the “Company Shares Certificates”3.01(b)(i). If any Company Shares Certificate shall have been lost, stolen or destroyed, the Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond).
(d) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.;
Appears in 1 contract
Sources: Merger Agreement (Breeze Holdings Acquisition Corp.)
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:
(a) Subject to Section 1.6 and Section 1.8, at the Effective Time, each Each share of (i) common stock stock, $0.001 par value per share, of the Company (the “Company Common Shares”), (ii) Series A-1 Preferred Stock of the Company (the “Company Series A-1 Preferred Shares”), and (iii) Series A-2 Preferred Stock of the Company (the “Company Series A-2 Preferred Shares”), (iv) Series A-3 Preferred Stock of the Company (the “Company Series A-3 Preferred Shares”), (v) Series A Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 Preferred Shares,” and, together with the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 Preferred Shares and the Company Series A Prime-1 Preferred Shares, the “Company Preferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares (as defined below), ) shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of common stock, par value $0.001 per share, of the Parent (“Parent Common Stock Stock”) as is equal to the number Common Conversion Ratio (as defined below). An aggregate of 12,500,000 shares of Parent Common Stock, on a fully-diluted basis, shall be issued to the security holders of the Company Shares multiplied by in connection with the Merger.
(b) The “Common Conversion Ratio” for that class or series set forth shall be obtained by dividing (i) 12,500,000 shares of Parent Common Stock by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on Schedule 1.5(aa fully diluted basis after giving effect to the exercise of all outstanding common stock purchase warrants (“Warrants”), the conversion into Company Shares of all shares of outstanding Series A Preferred Stock (“Series A Preferred”), Series B Preferred Stock (“Series B Preferred”) hereto and Series C Preferred Stock (such Conversion Ratio for each class or series of Company Shares“Series C Preferred” and, collectively with the Series A Preferred and the Series B Preferred, the “Conversion RatioPreferred Shares”), rounded of the Company, the exercise of all outstanding options to purchase Company Shares (“Options”) and the nearest whole share, with five tenths (0.5) conversion or exercise of a share rounded upall other rights to acquire Company Shares. The Parties agree that the Common Conversion Ratio shall be 1.52350763 shares of Parent Common Stock for every one Company Share. The Company Stockholders shall be entitled to receive immediately 95% of the shares of Parent Common Stock into which the their Company Shares are were converted pursuant to this Section 1.5 (the “Initial Shares”) pro rata in accordance with their respective holdings of Company Shares immediately prior to the Closing; the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement and, if and as released from escrow, will be distributed to the Company Stockholders pro rata according to their holdings of the Initial Shares as of the Closing. The Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by the Parent and shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded to the nearest whole share, with five tenths (0.5) of a share rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code applies, the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.
(c) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agent) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time representing Company Shares (including, without limitation, evidencing Company Restricted Common Stock) to be converted into Merger Shares pursuant to Section 1.5(a) or cash pursuant to Section 1.8, as applicable (the “Company Shares Certificates”). If any Company Shares Certificate shall have been lost, stolen or destroyed, the Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond).
(d) Each issued and outstanding share of common stock, par value $0.0001 0.001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
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:
(a) Subject to Section 1.6 and Section 1.81.6, at the Effective Time, each share of (i) common stock of the Company (the “Company Common Shares”), (ii) Series A-1 Preferred Stock of the Company (the “Company Series A-1 Preferred Shares”), and (iii) Series A-2 Preferred Stock of the Company (the “Company Series A-2 Preferred Shares”), (iv) Series A-3 Preferred Stock of the Company (the “Company Series A-3 Preferred Shares”), (v) Series A Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 Preferred Shares,” and, together with the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 Preferred Shares and the Company Series A Prime-1 Preferred Shares, the “Company Preferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares as defined below), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the number of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto (such Conversion Ratio for each class or series of Company Shares, the “Conversion Ratio”), rounded to the nearest whole share, with five tenths (0.5) of a share rounded up. The shares of Parent Common Stock into which the Company Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by the Parent and shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded to the nearest whole share, with five tenths (0.5) of a share rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code applies, the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.
(c) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agent) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time representing represented Company Shares (including, without limitation, evidencing Company Restricted Common StockStock (as defined below)) to be converted into Merger Shares pursuant to Section 1.5(a) or cash pursuant to Section 1.8), as applicable (the “Company Shares Certificates”). If any Company Shares Certificate shall have been lost, stolen or destroyed, the Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond).
(dc) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Deep Fission, Inc.)
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:
(a) Subject to Section 1.6 and Section 1.8, at the Effective Time, each share of (i) share of common stock of the Company (the “Company Common Shares”), (ii) Series A preferred stock of the Company (the “Company Series A Preferred Shares”), (iii) Series A-1 Preferred Stock preferred stock of the Company (the “Company Series A-1 Preferred Shares”), and (iiiiv) Series A-2 Preferred Stock B preferred stock of the Company (the “Company Series A-2 Preferred Shares”), (iv) Series A-3 Preferred Stock of the Company (the “Company Series A-3 Preferred Shares”), (v) Series A Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 B Preferred Shares,” and, together with the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 A Preferred Shares and the Company Series A Prime-1 A-1 Preferred Shares, the “Company Preferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares as defined below), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the number of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto (such Conversion Ratio for each class or series of Company Shares, the “Conversion Ratio”)hereto, rounded down to the nearest whole share, with five tenths (0.5) of a share rounded up. The shares of Parent Common Stock into which the Company Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by the Parent and shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded to the nearest whole share, with five tenths (0.5) of a share rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code applies, the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.
(c) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agentform) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or and cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time representing represented Company Shares (including, without limitation, evidencing Company Restricted Common Stock) to be converted into Merger Shares pursuant to this Section 1.5(a) 1.5 or cash pursuant to Section 1.8, as applicable (the “Company Shares Certificates”). If any Company Shares Certificate shall have been lost, stolen or destroyed, the Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond).
(dc) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Sources: Merger Agreement (Augmedix, Inc.)
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:
(a) Subject to Section 1.6 and Section 1.8, at the Effective Time, each Each share of (i) common stock stock, par value $0.01 per share, of the Company (the “Company Common Shares”), (ii) Series A-1 Preferred Stock of the Company (the “Company Series A-1 Preferred Shares”), and (iii) Series A-2 Preferred Stock of the Company (the “Company Series A-2 Preferred Shares”), (iv) Series A-3 Preferred Stock of the Company (the “Company Series A-3 Preferred Shares”), (v) Series A Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 Preferred Shares,” and, together with the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 Preferred Shares and the Company Series A Prime-1 Preferred Shares, the “Company Preferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company SharesStock”) issued and outstanding immediately prior to the Effective Time (other than any Company Common Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares (as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of common stock, par value $0. 0001 per share, of the Parent (“Parent Common Stock Stock”) as is equal to the number of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto (such Common Conversion Ratio for each class or series (as defined below). An aggregate of Company Shares, the “Conversion Ratio”), rounded nineteen million (19,000,000) shares of Parent Common Stock shall be issuable to the nearest whole share, Company Common Stockholders in connection with five tenths (0.5) of a share rounded upthe Merger. The shares of Parent Common Stock into which the shares of Company Shares Common Stock are converted pursuant to this Section shall be referred to herein as the “Common Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.”
(b) All options to purchase any The “Common Conversion Ratio” shall be obtained by dividing (i) 19,000,000 shares of Parent Common Stock by (ii) the total number of issued and outstanding shares of Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of Stock immediately prior to the Effective Time, whether vested or unvested, . The parties agree that the Common Conversion Ratio shall be assumed by one (1) share of Parent Common Stock for every one (1) share of Company Common Stock.
(c) Notwithstanding the Parent and foregoing, as of the Closing Date, the Company Common Stockholders shall be converted into a number entitled to receive immediately only 95% of options to purchase the shares of Parent Common Stock into which their shares of Company Common Stock were converted pursuant to this Section 1.5 (the “Parent OptionsInitial Shares”) without further action by ), pro rata in accordance with their respective holdings of Company Common Stock immediately prior to the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number Closing; the remaining 5% of the shares of Parent Common Stock as is equal to the number into which their shares of Company Common Shares subject Stock were converted pursuant to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (this Section 1.5, rounded to the nearest whole share, number (with five tenths (0.5) of a share 0.5 shares rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up upward to the nearest whole centnumber) (the “Indemnification Escrow Shares”). Each Parent Option , shall otherwise be subject deposited in escrow pursuant to the same Indemnification Escrow Agreement and shall be held and released in accordance with the terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code applies, the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the CodeIndemnification Escrow Agreement.
(cd) After the Effective Time, the The Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agent) for the Merger Initial Shares to each Company Common Stockholder entitled thereto pursuant to Section 1.5(a) or cash pursuant to Section 1.8 who who, if requested by the Parent, shall have presented a certificate that immediately prior to the Effective Time representing represented Company Shares (including, without limitation, evidencing Company Restricted Common Stock) Stock to be converted into Common Merger Shares pursuant to this Section 1.5(a) or cash pursuant to Section 1.8, as applicable 1.5 (the “Company Shares Common Certificates”). If any Company Shares Certificate shall have been lost, stolen or destroyed, ) to the Parent may, in its sole discretion and as a condition to or the issuance of any certificates representing Merger Shares, require Surviving Corporation or the owner of such lost, stolen or destroyed Company Shares Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond)Parent’s transfer agent.
(de) Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Company Series A Preferred Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares (as defined below)), shall be converted into and represent the right to receive one (1) share of Series A Convertible Preferred Stock, par value $.0001 per share of the Parent (the “Parent Series A Preferred Stock”), having the powers, contractual obligations, designations, preferences and other rights set forth in the Certificate of Designations of Parent Series A Preferred Stock, attached hereto as Exhibit K. The shares of Parent Series A Preferred Stock into which the shares of Company Series A Preferred Stock are converted pursuant to this Section shall be referred to herein as the “Preferred Merger Shares”, and the Common Merger Shares and Preferred Merger Shares shall be referred to herein as the “Merger Shares.”
(f) The Parent shall deliver certificates for the Parent Series A Preferred Stock to each Company Preferred Stockholder entitled thereto who (except for the investors in the Private Placement Offering), if requested by the Parent, shall have presented a certificate that immediately prior to the Effective Time represented Company Series A Preferred Stock to be converted into Preferred Merger Shares pursuant to this Section 1.5 (the “Preferred Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent.
(g) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Sources: Merger Agreement (Neurotrope, Inc.)
Conversion of Company Securities. Prior to the Effective Time, each issued and outstanding share of the Series A Preferred Stock of the Company (the “Series A Preferred Stock”) shall convert, on a one-for-one basis, into shares of common stock of the Company (“Company Shares”), as provided in the Company’s articles of incorporation, as amended to date. At the Effective Time, by virtue of the GF Merger and without any action on the part of any Party or the holder of any of the following securities:
(a) Subject to Section 1.6 and Section 1.8, at the Effective Time, each share of (i) common stock of the Each Company (the “Company Common Shares”), (ii) Series A-1 Preferred Stock of the Company (the “Company Series A-1 Preferred Shares”), and (iii) Series A-2 Preferred Stock of the Company (the “Company Series A-2 Preferred Shares”), (iv) Series A-3 Preferred Stock of the Company (the “Company Series A-3 Preferred Shares”), (v) Series A Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 Preferred Shares,” and, together with the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 Preferred Shares and the Company Series A Prime-1 Preferred Shares, the “Company Preferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company Shares”) Share issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Parent or the GF Acquisition Subsidiary and Dissenting Shares (as defined below), ) shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of common stock, $0.001 par value per share, of the Parent (“Parent Common Stock Stock”) as is equal to the number of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto (such GF Common Conversion Ratio for each class or series (as defined below). An aggregate of Company Shares, the “Conversion Ratio”), rounded to the nearest whole share, with five tenths (0.5) of a share rounded up. The 4,500,000 shares of Parent Common Stock into which shall be issuable to the stockholders of the Company Shares are converted pursuant to this Section shall be referred to herein as and the holders of warrants (“Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend Warrants”) and options (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as to acquire Company Shares, of immediately prior to the Effective Time, whether vested or unvested, which 3,615,302 shares shall be assumed by the Parent issued to Company Stockholders upon conversion of their Company Shares, as described above, and an aggregate of 884,698 shares shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio reserved for Company Common Shares (rounded to the nearest whole share, with five tenths (0.5) of a share rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to issuance upon the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that Options and New Warrants (defined below). Notwithstanding the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code appliesforegoing, the number of shares of Parent Common Stock issuable to the Company Stockholders upon conversion of their Company Shares, and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares reserved for issuance upon the exercise of Parent Options and New Warrants may be adjusted in accordance with Section 1.8(e).
(ii) The “GF Common Conversion Ratio” shall be obtained by dividing (i) 4,500,000 shares of Parent Common Stock and exercise price per share by (ii) the total number of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.
(c) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agent) for the Merger outstanding Company Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time representing on a fully diluted basis after giving effect to the exercise of all outstanding Options, Warrants and other rights to acquire Company Shares. Stockholders of record of the Company as of the Closing Date (the “GF Indemnifying Stockholders”) shall be entitled to receive immediately 95% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5(a) (includingthe “GF Initial Shares”); the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5(a), without limitationrounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “GF Escrow Shares”), evidencing Company Restricted Common Stock) to shall be converted into Merger Shares deposited in escrow pursuant to Section 1.5(a) or cash pursuant 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement. The GF Initial Shares and the GF Escrow Shares shall together be referred to Section 1.8, herein as applicable (the “Company Shares Certificates”). If any Company Shares Certificate shall have been lost, stolen or destroyed, the Parent may, in its sole discretion and as a condition to the issuance of any certificates representing GF Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond).
(d) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.”
Appears in 1 contract
Sources: Merger Agreement (GoFish Corp.)
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:
(a) Subject to Section 1.6 and Section 1.8, at the Effective Time, each Each share of (i) common stock stock, par value $0.00001 per share, of the Company (which, for the avoidance of doubt, shall include each share of Company Restricted Stock (as defined below) and each share of Company Common Stock issued upon conversion of the then-outstanding principal and accrued interest under the Senior Secured Convertible Promissory Notes (collectively, the “Notes”) issued pursuant to the Senior Secured Note Purchase Agreement, dated as of March 31, 2016 (as amended by the Written Consent of the Noteholders of Aerpio Therapeutics, Inc. and Amendment to the March Note Purchase Agreement, the “March NPA”) and the Senior Secured Note Purchase Agreement, dated as of October 31, 2016 (the “October NPA”)) (“Company Common SharesStock”), (ii) Series A-1 A Preferred Stock Stock, par value $0.00001 per share, of the Company (the “Company Series A-1 A Preferred SharesStock”), and (iii) Series A-2 A1 Preferred Stock Stock, par value $0.00001 per share, of the Company (the “Company Series A-2 A1 Preferred SharesStock”), and (iv) Series A-3 A2 Preferred Stock Stock, par value $0.00001 per share, of the Company (the “Company Series A-3 A2 Preferred Shares”), (v) Series A Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 Preferred Shares,Stock” and, together with the Company Series A-1 A Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 Preferred Shares Stock and the Company Series A Prime-1 A1 Preferred SharesStock, the “Company Preferred SharesStock”; the Company Preferred SharesStock, together with the Company Common SharesStock, are is referred to herein as the “Company SharesStock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares as defined below), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the number of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto hereto. An aggregate of 18,000,000 shares of Parent Common Stock, subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company (such Conversion Ratio for each class or series of Company including Dissenting Shares, ) outstanding immediately prior to the Effective Time (the “Conversion RatioCompany Stockholders”), rounded to ) in connection with the nearest whole share, with five tenths (0.5) of a share rounded upMerger. The shares of Parent Common Stock into which the shares of Company Shares Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company SharesStock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by the Parent and shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded to the nearest whole share, with five tenths (0.5) of a share rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code applies, the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.
(c) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agentform) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time representing represented Company Shares (including, without limitation, evidencing Company Restricted Common Stock) Stock to be converted into Merger Shares pursuant to this Section 1.5(a) or cash pursuant to Section 1.8, as applicable 1.5 (the “Company Shares Stock Certificates”)) to the transfer agent for the Parent Common Stock. If any Company Shares Stock Certificate shall have been lost, stolen or destroyed, the transfer agent for the Parent Common Stock may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Stock Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond)Stock Certificate.
(dc) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
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:
(a) Subject to Section 1.6 and Section 1.8Each share of common stock, at par value $0.001 per share, of the Effective TimeCompany (“Company Common Stock”), each share of (i) common stock Series 2 Preferred Stock, par value $0.001 per share, of the Company (the “Company Common SharesSeries 2 Preferred Stock”), (ii) and each share of Series A-1 3 Preferred Stock Stock, par value $0.001 per share, of the Company (the “Company Series A-1 3 Preferred Shares”), and (iii) Series A-2 Preferred Stock of the Company (the “Company Series A-2 Preferred Shares”), (iv) Series A-3 Preferred Stock of the Company (the “Company Series A-3 Preferred Shares”), (v) Series A Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 Preferred Shares,” and, together with the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 Preferred Shares and the Company Series A Prime-1 Preferred Shares, the “Company Preferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company SharesStock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined below) and shares of Company Stock (as defined below) held by Unaccredited Investors (as defined below)), shall cease to be an existing share of Company Stock and shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the number of Company Shares multiplied by the applicable “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto such that the post-Merger capitalization structure of the Parent shall be as set forth in Exhibit A. Each share of Series 1 Preferred Stock, par value $0.001 per share, of the Company (such Conversion Ratio for each class or series of Company Sharesthe “Series 1 Preferred Stock” and together with the Series 2 Preferred Stock and the Series 3 Preferred Stock, the “Conversion RatioCompany Preferred Stock” and the Company Preferred Stock together with the Company Common Stock, the “Company Stock”), rounded issued and outstanding immediately prior to the nearest whole share, Effective Time (other than Dissenting Shares and shares held by Unaccredited Investors) shall be treated as if each such share had been converted into a share of Company Common Stock immediately prior to the Effective Time in accordance with five tenths (0.5) the Company’s certificate of incorporation. An aggregate of a share rounded upmaximum number of 31,250,000 shares of Parent Common Stock, subject to (x) adjustment as necessary due to rounding as set forth in Section 1.7 and (y) Section 1.5(c), shall be issuable in respect of the shares of Company Stock held by the stockholders of record of the Company (including Dissenting Shares, shares of Parent Common Stock issuable upon exercise of Parent Warrants (as defined below), and shares of Parent Common Stock issuable upon the conversation of the Convertible Note (as defined below)) as of immediately prior to the Effective Time (the “Company Stockholders”). The shares of Parent Common Stock into which the shares of Company Shares Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company SharesStock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by the Parent and shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded to the nearest whole share, with five tenths (0.5) of a share rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code applies, the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.
(c) After the Effective Time, the Parent Parent’s transfer agent (the “Transfer Agent”) shall deliver or cause to be delivered issue certificates (which, for all purposes in this Agreement, may be in book book-entry form or in electronic form in the books security entitlements representing shares of the Parent’s transfer agentParent Common Stock) for evidencing the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or cash pursuant to Section 1.8 who shall have presented has surrendered a certificate that immediately prior to the Effective Time representing represented Company Shares (including, without limitation, evidencing Company Restricted Common Stock) Stock to be converted into such Merger Shares pursuant to this Section 1.5(a) or cash pursuant to Section 1.8, as applicable 1.5 (the “Company Shares Stock Certificates”). If any Company Shares Stock Certificate shall have been lost, stolen or destroyed, the Parent Transfer Agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Stock Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond)Stock Certificate.
(dc) Each Notwithstanding anything to the contrary in this Agreement, each issued and outstanding share of common stock, par value $0.0001 per share, Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall cease to be an existing share of the Acquisition Subsidiary Company Stock and shall be converted into one the right to receive a cash payment equal to $4.00 multiplied by the applicable Conversation Ratio set forth on Schedule 1.5(a) hereto. “Unaccredited Investor” shall mean a Company Stockholder who does not complete and deliver to the Company and Parent no later than five (15) validly issuedcalendar days after the Closing Date an investor questionnaire reasonably acceptable to the Company and the Parent certifying that such Company Stockholder is an “accredited investor” or not a “U.S. Person” as such terms are defined in Regulation D and Regulation S, fully paid respectively, under the Securities Act; provided that the Company and nonassessable share of common stock of the Surviving CorporationParent may determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if they reasonably believe that such Company Stockholder qualifies as an “accredited investor.”
Appears in 1 contract
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:
(a) Subject to Section 1.6 and Section 1.8, at the Effective Time, each share of (i) common stock of the Company (the “Company Common Shares”), (ii) Series A-1 Preferred Stock of the Company (the “Company Series A-1 Preferred Shares”), and (iii) Series A-2 Preferred Stock of the Company (the “Company Series A-2 Preferred Shares”), (iv) Series A-3 Preferred Stock of the Company (the “Company Series A-3 Preferred Shares”), (v) Series A Preferred Prime-1 Stock of the Company (the “Company Series A Prime-1 Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock of the Company (the “Company Series A Prime-2 Preferred Shares,” and, together with the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 Preferred Shares and the Company Series A Prime-1 Preferred Shares, the “Company Preferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares as defined below), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the number of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto (such Conversion Ratio for each class or series of Company Shares, the “Conversion Ratio”)hereto, rounded down to the nearest whole share, with five tenths (0.5) of a share rounded up. The shares of Parent Common Stock into which the Company Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by the Parent and shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded to the nearest whole share, with five tenths (0.5) of a share rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code applies, the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.
(c) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agentform) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or and cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time representing represented Company Shares (including, without limitation, evidencing Company Restricted Common Stock) to be converted into Merger Shares pursuant to this Section 1.5(a) 1.5 or cash pursuant to Section 1.8, as applicable (the “Company Shares Certificates”). If any Company Shares Certificate shall have been lost, stolen or destroyed, the Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond).
(dc) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Sources: Merger Agreement (Aeluma, Inc.)
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:
(a) Subject to Section 1.6 and Section 1.8, at the Effective Time, each share of (i) share of common stock of the Company (the “Company Common Shares”), (ii) Series A-1 Preferred Stock A preferred stock of the Company (the “Company Series A-1 A Preferred Shares”), and (iii) Series A-2 Preferred Stock preferred stock of the Company (the “Company Series A-2 Preferred Shares”), (iv) Series A-3 Preferred Stock B preferred stock of the Company (the “Company Series A-3 B Preferred Shares”), (v) Series A Preferred Prime-1 Stock C preferred stock of the Company (the “Company Series A Prime-1 C Preferred Shares”), and (vi) Series A Preferred Prime-2 Stock D preferred stock of the Company (the “Company Series A Prime-2 D Preferred Shares”), and (vii) Series E preferred stock of the Company (the “Company Series E Preferred Shares,” and, together with the Company Series A-1 A Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series A-3 B Preferred Shares Shares, the Company Series C Preferred Shares, and the Company Series A Prime-1 D Preferred Shares, the “Company Preferred Shares”; the Company Preferred Shares, together with the Company Common Shares, are referred to herein as the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares as defined below), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the number of Company Shares multiplied by the “Conversion Ratio” for that class or series set forth on Schedule 1.5(a) hereto (such Conversion Ratio for each class or series of Company Shares, the “Conversion Ratio”)hereto, rounded down to the nearest whole share, with five tenths (0.5) of a share rounded up. The shares of Parent Common Stock into which the Company Shares are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock or Company Shares occurring or having a record date on or after the date hereof and prior to the Effective Time.
(b) All options to purchase any Company Common Shares pursuant to a Company Equity Plan or otherwise (the “Company Options”) that remain outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by the Parent and shall be converted into a number of options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded to the nearest whole share, with five tenths (0.5) of a share rounded up). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Parent Options, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that, notwithstanding this Section 1.9(a) to the contrary: (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, (ii) in the case of any Company Option to which Section 422 of the Code applies, the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 422 of the Code and (iii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code.
(c) After the Effective Time, the Parent shall deliver or cause to be delivered certificates (which, for all purposes in this Agreement, may be in book entry form or in electronic form in the books of the Parent’s transfer agentform) for the Merger Shares to each Company Stockholder entitled thereto pursuant to Section 1.5(a) or and cash pursuant to Section 1.8 who shall have presented a certificate that immediately prior to the Effective Time representing represented Company Shares (including, without limitation, evidencing Company Restricted Common Stock) to be converted into Merger Shares pursuant to this Section 1.5(a) 1.5 or cash pursuant to Section 1.8, as applicable (the “Company Shares Certificates”). If any Company Shares Certificate shall have been lost, stolen or destroyed, the Parent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Shares Certificate to provide an appropriate affidavit with respect to such Company Shares Certificate (without the requirement to post a bond).
(dc) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract