Conversion of Convertible Preferred Stock Sample Clauses

Conversion of Convertible Preferred Stock. The Stockholders may convert their shares of convertible Preferred Stock, if any, to shares of Class A Common Stock as provided in the Certificate of Incorporation, and each Stockholder agrees to vote its Shares in such a manner as to give full effect to such conversation rights.
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Conversion of Convertible Preferred Stock. At the Effective Time of the Merger, each outstanding share of 5% convertible preferred stock, no par value ("Triton Delaware Convertible Preferred Stock"), of Triton Delaware (other than Dissenting Shares (as defined below)) shall be automatically converted into and shall become one 5% convertible preference share, par value $.01 per share ("Convertible Preference Shares"), of Triton Cayman. Notwithstanding anything in this Agreement to the contrary, shares of Triton Delaware Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time of the Merger held by a holder who demands an appraisal of such shares in accordance with Section 262 of the DGCL (or any successor provision) ("Dissenting Shares") shall not be converted into Convertible Preference Shares unless such holder fails to perfect or otherwise loses such holder's right to such an appraisal. If, after the Effective Time of the Merger, such holder fails to perfect or loses any such right to an appraisal, each such share of such holder shall be treated as a share that had been converted as of the Effective Time of the Merger into one Convertible Preference Share in accordance with the first sentence of this subsection.
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Conversion of Convertible Preferred Stock. On or prior to the Closing Date, but not before the Dividend Date, the Proxy Holder shall execute and deliver on behalf of the Stockholders a written consent of the Stockholders in lieu of a meeting (the Stockholders being the holders of at least 58% of the voting power of the Convertible Preferred Stock, on an as-converted basis, and the minimum number of votes that would be necessary to authorize such action at a meeting at which all holders of Convertible Preferred Stock entitled to vote thereon were present and voted) to the conversion of all shares of Convertible Preferred Stock into shares of Old Common Stock pursuant to Article IV, Section C.5(b) of the Charter (the "CONVERSION"); PROVIDED THAT such consent to the Conversion shall be subject to the prior approval of the dividend and Dividend Shares pursuant to Section II(a) hereof. The Conversion shall be consummated and effective immediately prior to the close of business on the Closing Date.
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Conversion of Convertible Preferred Stock. (a) Subject to the terms and conditions hereof, on the Conversion Date, each of the Preferred Shareholders shall surrender a certificate or certificates representing all of the shares of Convertible Preferred Stock held by such Preferred Shareholder, duly endorsed, at the principal offices of Scotts and shall give written notice to Scotts at such office that such Preferred Shareholder elects to convert the same. (b) The parties hereto acknowledge and agree that, pursuant to the terms of the Convertible Preferred Stock, conversion of the Convertible Preferred Stock shall be deemed to have been made immediately prior to the close of business on the Conversion Date, and the Preferred Shareholder surrendering such Convertible Preferred Stock shall be treated for all purposes as the record holder of the common shares of Scotts issuable upon conversion of such shares of Convertible Preferred Stock on such date. (c) The parties further acknowledge and agree that the current Conversion Price of the Convertible Preferred Stock is $19 per common share, and the aggregate number of common shares into which each Preferred Shareholder's shares of Convertible Preferred Stock are currently convertible is set forth on Schedule A attached hereto. (d) Scotts shall, on the Conversion Date, issue and deliver to each Preferred Shareholder that surrenders shares of Convertible Preferred Stock (or to any other person specified in the notice delivered by such Preferred Shareholder), a certificate or certificates for the number of common shares of Scotts to which such Preferred Shareholder shall be entitled and a check payable to such Preferred Shareholder for any cash amounts payable as the result of a conversion into fractional common shares, calculated as provided by the terms of the Convertible Preferred Stock. Unless otherwise requested by any Preferred Shareholder, Scotts shall issue a separate certificate for common shares of Scotts in respect of each certificate representing shares of Convertible Preferred Stock surrendered for conversion by each Preferred Shareholder.
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Conversion of Convertible Preferred Stock. The provisions set forth in this Section 3.05 apply to Stockholder only if the Subject Securities beneficially owned by Shareholder (either on the date of this Agreement or in the future) include shares of Series A Convertible Preferred Stock, of Parent, Series B Convertible Preferred Stock of Parent, or any other class or series of preferred stock of Parent hereafter created (as applicable, “Fresh Vine Preferred Stock”). Unless and except to the extent previously converted, effective as of the business day immediately prior to the record date of the Fresh Vine Shareholder Meeting, Shareholder hereby irrevocably converts a number of shares of Fresh Vine Preferred Stock held by Shareholder and registered in Shareholder’s name equal to the number of such shares that will be convertible into the maximum number of Conversion Shares that does not exceed the either the Exchange Shares Cap or the Individual Holder Share Cap. For such purpose, “Conversion Shares,” the “Exchange Share Cap” and the “Individual Holder Share Cap” shall have the meanings ascribed to them in Parent’s Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, or the Certificate of Designation of Preferences, Rights and Limitations of any other class or series of preferred stock of Parent hereafter created (as applicable, the “Fresh Vine Certificate of Designation”). Unless and except to the extent previously converted, and subject effective as of second business day prior to the scheduled Closing Date, Shareholder hereby irrevocably converts all of the remaining shares of Fresh Vine Preferred Stock into shares of Fresh Vine Common Stock; provided that such conversion is conditioned upon Parent having obtained stockholder approval for the issuance of shares of Fresh Vine Common Stock in excess of the “Exchange Share Cap” and “Individual Holder Share Cap” limitations provided for in the applicable Fresh Vine Certificate of Designation, as required by the NYSE American LLC Company Guide (and provided that such approval is in accordance with NYSE Company Guide Section 713 (or its successor)). The conversions contemplated by Sections 3.05(a) and (b) shall be automatic and shall not require any further action on the part of Shareholder. Shareholder hereby irrevocably appoints the Chief Financial Officer or Secretary of Parent as its proxies ...
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Conversion of Convertible Preferred Stock. The provisions set forth in this Section 3.05 apply to Stockholder only if the Subject Securities beneficially owned by Shareholder (either on the date of this Agreement or in the future) include share of Fresh Vine Series A
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Conversion of Convertible Preferred Stock 
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Related to Conversion of Convertible Preferred Stock

  • Convertible Preferred Stock Any Final Redemption Notice shall be given to the holders of record of the shares of Series G Convertible Preferred Stock by telephone line facsimile transmission to such number as shown on the records of the Corporation for such purpose; provided, however, that any failure or defect in the giving of such notice to any such holder shall not affect the validity of notice to or the redemption of shares of Series G Convertible Preferred Stock of any other holder. On the Final Redemption Date (or such later date as a holder of shares of Series G Convertible Preferred Stock surrenders to the Corporation the certificate(s) for shares of Series G Convertible Preferred Stock to be redeemed pursuant to this Section 9(b)), the Corporation shall make payment of the applicable Final Redemption Price to each holder of shares of Series G Convertible Preferred Stock to be redeemed in immediately available funds to such account as specified by such holder in writing to the Corporation at least one Business Day prior to the Final Redemption Date. A holder of shares of Series G Convertible Preferred Stock to be redeemed pursuant to this Section 9(b) shall be entitled to convert in accordance with Section 10 such shares of Series G Convertible Preferred Stock (x) through the day prior to the Final Redemption Date and (y) if the Corporation shall fail to pay the Final Redemption Price of any share of Series G Convertible Preferred Stock when due, at any time after the due date thereof until such date as the Corporation pays the Final Redemption Price of such share of Series G Convertible Preferred Stock to such holder. No share of Series G Convertible Preferred Stock as to which a holder exercises the right of conversion pursuant to Section 10 or the optional redemption right pursuant to Section 11 may be redeemed by the Corporation pursuant to this Section 9(b) on or after the date of exercise of such conversion right or optional redemption right, as the case may be, regardless of whether the Final Redemption Notice shall have been given prior to, on or after the date of exercise of such conversion right or optional redemption right, as the case may be.

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

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

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