Conversion of Outstanding Shares Clause Samples

Conversion of Outstanding Shares. Each one (1) share of Sino Pharmaceuticals Common Stock that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Acquisition of Sino Pharmaceuticals by SinoPharm, at the Effective Time, and without any further action on the part of either Sino Pharmaceuticals and SinoPharm or any holder of outstanding Common Stock, be cancelled and extinguished and automatically converted into one (1) share of validly issued, fully paid and nonassessable SinoPharm common stock, contingent only upon approval of the Acquisition by the Sino Pharmaceuticals shareholders. At the close of the conversion, the former shareholders of Sino Pharmaceuticals shall hold 100% of the issued and outstanding common stock of SinoPharm.

Conversion of Outstanding Shares. Each share (a "Share") of Company Common Stock issued and outstanding at the Effective Time (other than shares held directly or indirectly by Parent, other than shares held in a fiduciary or agency capacity or in satisfaction of a debt previously contracted), shall be converted, subject to Section 1.2(c), into the right to receive 1.303 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable shares ("Parent Shares") of the common stock, without par value, of Parent (the "Parent Common Stock"). Each share of Parent Common Stock issued and outstanding at the Effective Time shall remain issued and outstanding. The aggregate number of Parent Shares that shall be issued in the Merger, subject to Section 1.2(b), shall be referred to herein as the "Stock Amount."

Conversion of Outstanding Shares. (a) From and after the Effective Time, each share of common stock of MSGI ("MSGI Stock") outstanding immediately prior to the Effective Time, except shares held by MSGI in treasury and shares with respect to which appraisal rights have been properly exercised in accordance with the DGLC, shall, by virtue of the Merger and without any action on the part of MSGI, Santa Lucia or any holder thereof, cease to exist and be converted into and become 55,305 shares of common stock of the Surviving Corporation, $.001 par value per share ("Surviving Corporation Stock"). The consideration referred to above, together with any cash payments in lieu of fractional shares as provided herein, is hereinafter referred to as the "Merger Consideration." The stock certificates representing the Surviving Corporation Stock issued to the Shareholders of MSGI shall bear the following, or a similar, restrictive legend: The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective Registration Statement for the shares under the Securities Act of 1933 or a prior opinion of counsel, satisfactory to the issuer, that registration is not required under the Act. (b) Each share of capital stock of Santa Lucia ("Santa Lucia Stock") outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to exist and be converted into one share of the Surviving Corporation Stock, $.01 par value per share. (c) No fractional shares of Surviving Corporation Stock shall be issued pursuant to the Merger and no holder of MSGI Stock of Santa Lucia Stock immediately prior to the Effective Time shall, by reason of such ownership, be entitled to any rights or privileges pertaining to any fraction of any share of Surviving Corporation Stock. Any person (as hereinafter defined) who, by reason of the ownership of MSGI Stock or santa Lucia Stock, shall be entitled, but for the provisions of this Section, to receive a fractional share of Surviving Corporation Stock, shall be entitled to receive a fractional share of Surviving g Corporation an amount in cash equal to the fractional interest multiplied by the fair market value of the Surviving Corporation Stock at the Effective Time. The Surviving Corporation will pay the respective amounts to the persons entitled theret...

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall remain outstanding and shall represent one share of common stock, par value $0.50 per share, of the Surviving Corporation, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock. (b) Each share of Common Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Common Share” and collectively, the “Outstanding Common Shares”) (i) shall be converted into the right to receive the consideration set forth in Sections 2.9(b), 2.11(c), 6.2(d), 6.12(d) and 11.5(b) of this Agreement and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.7. (c) Each share of Common Stock held in the treasury of the Company or by any of the Company’s Subsidiaries immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Conversion of Outstanding Shares. Each issued and outstanding -------------------------------- share of Company Common Stock, other than Shares to be canceled in accordance with Section 2.1(b) hereof and any Dissenting Shares (as defined in Section 2.3 hereof), shall be converted into the right to receive the Offer Price in cash, without interest (the "Merger Consideration"), payable to the holder thereof upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in Section 2.2 hereof. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.2 hereof, without interest.

Conversion of Outstanding Shares. Each share (a "Share") of Company Common Stock issued and outstanding at the Effective Time (other than shares held directly or indirectly by Parent, other than shares held in a fiduciary or agency capacity or in satisfaction of a debt previously contracted), shall be converted, subject to Sections 1.2(b) and 1.2(e), into the right to receive 1.489 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable shares ("Parent Shares") of the common stock, without par value, of Parent (the "Parent Common Stock"). The aggregate number of Parent Shares that shall be issued in the Merger, subject to Section 1.2(b), shall be referred to herein as the "Stock Amount."

Conversion of Outstanding Shares. Upon the Effective Date and by virtue of the Merger and without any action on the part of the holders thereof, each issued and outstanding share of common stock of Phoenix Metals-Colorado shall be immediately canceled and converted into one share of common stock of Phoenix Metals-Nevada. There are no issued and outstanding shares of preferred stock of Phoenix Metals-Colorado. Outstanding stock 2 certificates representing shares of common stock of Phoenix Metals-Colorado shall thenceforth represent the same number of shares of common stock of Phoenix Metals-Nevada, and the holder thereof shall be entitled to precisely the same rights as a holder of certificates issued by Phoenix Metals-Nevada. Upon the surrender to Phoenix Metals-Nevada of any stock certificate representing shares of common stock of Phoenix Metals-Colorado, the holder or transferee of the holder of such surrendered certificates shall receive in exchange therefor a certificate or certificates representing the same number of shares of common stock of Phoenix-Metals-Nevada. 7.

Conversion of Outstanding Shares. At the Effective Time, as a result of the Merger and without any action on the part of the holder of any capital stock of the Company, the shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock of the Company (each as defined in Section 5.3) issued and outstanding immediately prior to the Effective Time (each a "Share" or, collectively, the "Shares") which are held by the Company Stockholders shall be converted into, and become exchangeable for, (A) such number of Ordinary Shares, par value NIS 0.1 per share, of Parent ("Parent Ordinary Shares") set forth next to such Company Stockholder's name and below the column "First Closing" on Schedule 4.1 attached hereto (the "Initial Consideration") (B) such amount of cash or other immediately available funds set forth next to the Company Stockholder's name and below the column "First Closing" on Schedule 4.1 attached hereto (the "Cash Consideration") and (C) the right to receive additional consideration ("Additional Consideration"). The Additional Consideration shall be delivered in accordance with Section 4.7 (the "Additional Consideration Payment") and shall be either (i) an amount of cash equal to $457,932, or (ii) subject to the requisite approval of the shareholders of Parent, 889,189 Parent Ordinary Shares (the "Additional Consideration Shares"). The Initial Consideration, the Cash Consideration and the Additional Consideration shall hereinafter be referred to collectively as the "Merger Consideration." At the Effective Time, all Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Shares shall thereafter represent only the right to the Merger Consideration. 4.1.1 Parent agrees that at the Effective Time, it shall issue to each of the persons listed on Schedule 4.1 attached hereto the ("Management Stockholders") the number of Parent Ordinary Shares set forth next to each person named as a Management Stockholder on Schedule 4.1. In addition, Parent acknowledges and agrees that at the Effective Time, it shall issue to the "Company Optionholders" identified on Schedule 4.1, options exercisable for such number of Parent Ordinary Shares set forth next to each Company Optionholder's name, such options to have an exercise price per share equal to the closing price per share of Parent Ordinary Shares on The NASDAQ National Market ("NASDAQ") on the date immediately preceding th...

Conversion of Outstanding Shares. At the Effective Time: