Conversion of Securities Clause Samples
The Conversion of Securities clause defines the terms and conditions under which one type of security, such as preferred shares or convertible notes, can be exchanged for another, typically common shares. This clause outlines the conversion ratio, timing, and any triggers or events—such as a financing round or company sale—that allow or require conversion. Its core practical function is to provide a clear mechanism for investors or holders to convert their securities, ensuring predictability and fairness in how ownership interests may change over time.
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Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:
Conversion of Securities. (a) Each share of GJE Common Stock issued and outstanding immediately prior to the Effective Time (except for shares of GJE Common Stock then held in its treasury, which shares shall be canceled upon the Merger), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become such number of shares of TPEG Common Stock as shall have been determined pursuant to Section 1.6 hereof divided by the total number of shares of GJE Common Stock issued and outstanding immediately prior to the Effective Time.
(b) As of the Effective Time, the holders of certificates representing shares of issued and outstanding GJE Common Stock shall cease to have any rights as stockholders of GJE, except such rights, if any, as they may have pursuant to the BCL, and, except as otherwise expressly set forth herein, their sole and exclusive right shall be the right to receive shares of TPEG Common Stock in accordance with the provisions of this Agreement.
(c) Each share of Common Stock of TPEG Sub I ("TPEG Sub I Common Stock") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of Common Stock of the Surviving Corporation. Each certificate evidencing ownership of TPEG Sub I Common Stock shall continue to evidence ownership of the same number of shares of the same class of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing TPEG Sub I Common Stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Common Stock of the Surviving Corporation into which such TPEG Sub I Common Stock shall have been converted. Promptly after the Effective Time, the Surviving Corporation shall issue to TPEG, the holder of the TPEG Sub I Common Stock, one or more certificates representing a like number of shares of Common Stock of the Surviving Corporation in exchange for the certificates that formerly represented TPEG Sub I Common Stock, which shall thereupon be canceled.
Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities:
(a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred 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 3.04 hereof, without interest;
(b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and
(c) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation.
Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Purchaser or the Company:
(a) Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
(b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.
(c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 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 this Agreement, without interest.
(d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like c...
Conversion of Securities. EXCHANGE OF CERTIFICATES
Conversion of Securities. Section 2.1 Conversion of Capital Stock.............................. 7 Section 2.2 Exchange of Certificates................................. 8 Section 2.3
Conversion of Securities. SECTION 2.01
Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Shares:
(a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(b)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.08, of the certificate that formerly evidenced such Share;
(b) Each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and
(c) Each share of common stock, without par value, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.0025 par value per share, of the Surviving Corporation.
Conversion of Securities. 4 SECTION 2.02. Exchange of Certificates...................................5 SECTION 2.03.
Conversion of Securities. In and by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNB, CUB and FENB, or any holder of FENB Common Stock as follows:
(a) At the Effective Time, each issued and outstanding share of CUNB Common Stock shall not be changed or converted as a result of the Merger but shall remain outstanding as shares of CUNB Common Stock;
(b) At the Effective Time, each issued and outstanding share of CUB Stock shall not be changed or converted as a result of the Merger but shall remain outstanding as shares of CUB Stock; and
(c) At the Effective Time, each share of FENB Common Stock issued and outstanding immediately before the Effective Time (other than shares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties shares held, directly or indirectly, by CUNB or FENB in respect of a debt previously contracted) (collectively, the “Excluded Shares”) and shares of FENB Common Stock that are held by holders of the FENB Common Stock who perfect their dissenters’ rights under Chapter 13 of the Code) (herein referred to as “Dissenting Shares”), will be converted into the right to receive 1.3450 shares of CUNB Common Stock in accordance with the Reorganization Agreement (the “Per Share Stock Consideration”). All of the shares of FENB Common Stock converted into the Per Share Stock Consideration will no longer be outstanding and will automatically be canceled and retired and will cease to exist as of the Effective Time, and each certificate (each, a “Certificate”) previously representing any such shares of FENB Common Stock will thereafter represent the right to receive the Per Share Stock Consideration as set forth in this Section 5(c). Certificates previously representing shares of FENB Common Stock will be exchanged for the Per Share Stock Consideration upon the surrender of such Certificates according to Section 3.2 of the Reorganization Agreement, without any interest thereon.
(d) Dissenting Shares will not be converted as described in Section 5(c), but from and after the Effective Time will represent only the right to receive such value as may be determined under Chapter 13 of the Code.
(e) Excluded Shares will not be converted as described in Section 5(c), but from and after the Effective Time shall be canceled and shall cease to exist and no...