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 shares of CUNB Common Stock shall be delivered in exchange therefor. (f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Effective Time, taken as a whole (the “Preferred Stock Merger Consideration”). (g) At the Effective Time, the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be made.
Appears in 2 contracts
Sources: Merger Agreement (CU Bancorp), Merger Agreement (CU Bancorp)
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBLLIT, CUB and FENBNewegg, Merger Sub or the holders of any holder securities of FENB Common Stock LLIT, Newegg or Merger Sub, other than as followscontemplated in this Agreement, the following shall occur:
(a) At the Effective Time, each issued and outstanding Each share of CUNB Merger Sub 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right to receive become one fully paid and non-assessable share of preferred stock of CUNB (the “CUNB Preferred Stock”)common stock, which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value $0.01 per share, with a liquidation preference of $1,000.00 per share the Surviving Corporation (and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the same as the rights (including with respect to dividendsEffective Time), privileges so that immediately following the Effective Time, LLIT will be the holder of all the issued and voting powers, and limitations and restrictions thereof, outstanding shares of capital stock of the FENB Preferred Stock Surviving Corporation.
(b) Subject to the provisions of Sections 1.8 and 1.9, each Newegg Share that is issued and outstanding immediately prior to the Effective TimeTime (including any Newegg Class A Shares, taken Newegg Class B Shares, Newegg Series Preferred A Shares and Newegg Series AA Preferred Shares but excluding any Dissenting Shares (as a whole hereinafter defined) or Excluded Shares (as hereinafter defined)) shall be exchanged for and converted into such number of validly issued, fully paid and non-assessable LLIT Class A Shares (the “Preferred Stock LLIT Exchange Shares”) equal to the LLIT Conversion Ratio (the total number of LLIT Exchange Shares is collectively referred to as the “Merger Consideration”).
. The LLIT Conversion Ratio shall equal the Newegg Per Share Value divided by the LLIT Per Share Value. The “Newegg Per Share Value” shall equal $880,000,000 divided by the number of outstanding Newegg Shares on the date hereof. The “LLIT Per Share Value” shall equal (gi) At the volume-weighted average trading price of LLIT Class A Shares for the consecutive twenty (20) Trading Days immediately prior to and including October 16, 2020, as adjusted for a 1 to 8 reverse stock split effective on the date hereof (the “LLIT 20 Day VWAP”) minus (ii) (A) $3,500,000 (the “Escrow Amount”) divided by (B) the number of LLIT Class A Shares and LLIT Class B Shares issued and outstanding on the date hereof, after giving effect to such reverse stock split. The LLIT Conversion Ratio shall be rounded to four decimal places and shall be appropriately adjusted to reflect the effect of any stock split, split-up, reverse stock split, stock dividend or distribution of securities convertible into Newegg Shares, LLIT Class A Shares or LLIT Class B Shares, reorganization, recapitalization, reclassification or other like change with respect to the Newegg Shares, LLIT Class A Shares or LLIT Class B Shares having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, that nothing in this subsection (i) shall be construed to permit any Party to take any action with respect to its securities that is prohibited by the stock transfer books terms of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be madethis Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Lianluo Smart LTD), Merger Agreement (Lianluo Smart LTD)
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:
(ai) At the Effective Time, each issued and outstanding Each share of CUNB Company 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any such shares to be canceled pursuant to Section 1.6(b)) shall be converted, subject to Section 1.6(f), into the right to receive validly issued, fully paid and nonassessable shares of GT common stock, par value $0.01 per share ("GT Common Stock"), in the ratio (the "Exchange Ratio") of 0.700 a share of GT Common Stock for each such issued and outstanding share of Company Common Stock.
(ii) Each share of the Company's Series A Convertible Preferred Stock (the "Redeemable Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding any such shares to be canceled pursuant to Section 1.6(b) and Preferred Dissenting Shares (as defined below)) shall be converted automatically into and shall thereafter represent the right to receive one validly issued, fully paid and non-assessable share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are 0.01 (the same as the rights (including with respect to dividends"GT Preferred Stock"), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior GT. Prior to the Effective Time, taken as GT shall file a whole (certificate of designation which provides the “holders of the GT Preferred Stock Merger Consideration”)substantially the same rights, preferences and privileges as were provided to the holders of the Redeemable Preferred Stock pursuant to the Company's Certificate of Incorporation. Shares of Redeemable Preferred Stock that are held by stockholders who have not voted such shares in favor of approval and adoption of this Agreement and who shall have properly demanded appraisal rights in accordance with applicable law ("Preferred Dissenting Shares") shall not be converted into GT Preferred Stock unless and until such stockholders shall have effectively lost or withdrawn such right to appraisal and payment under applicable law. The Company agrees to give GT (i) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and other instruments served pursuant to Section 262 of the DGCL or Chapter 13 of the CCL (as hereinafter defined) received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal. The Company will not voluntarily make any payment with respect to demands for appraisal and will not, except with the prior written consent of GT, settle, compromise or offer to settle or compromise any such demands. The Company shall provide GT with all information as GT may request with respect to claims for appraisal.
(g) At the Effective Time, the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be made.
Appears in 2 contracts
Sources: Merger Agreement (Microprose Inc/De), Merger Agreement (Gt Interactive Software Corp)
Conversion of Securities. In and At the Effective Time, by virtue of the MergerMerger and without any action on the part of Acquiror, the shares following shall occur:
(a) Each share of CUNB common stock of Target (the “Target Common Stock, CUB Stock ”) held in the treasury of Target and FENB each such share of Target Common Stock outstanding at owned by Acquiror, Parent or any direct or indirect wholly-owned subsidiary of Parent or of Target immediately prior to the Effective Time shall be converted cancelled and extinguished without any further action on the part conversion thereof and no payment shall be made with respect thereto.
(b) Each share of CUNB, CUB and FENB, or any holder of FENB Target Common Stock as follows:
(a) At which is outstanding immediately prior to the Effective Time, each issued and outstanding share other than those shares of CUNB Target Common Stock cancelled as set forth in subsection (a) hereof, shall not be changed or converted as a result into the right to receive shares of the Merger but shall remain outstanding as shares $.001 par value per share common stock of CUNB Parent (the “Parent 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 follows: at the Effective Time, each share of FENB Target 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 shall be exchanged for 5.6231 shares of FENB Parent Common Stock, for a total of 80,000,000 shares of Parent Common Stock that are held by holders (these shares of the FENB Parent Common Stock who perfect their dissenters’ rights under Chapter 13 of the Code) (herein are referred to as the “Dissenting Closing Shares”). The Closing Shares are referred to as the “Merger Consideration”.
(c) Anti-Dilution Adjustments. The number of shares included in the Merger Consideration (the "Merger Shares") shall be subject to adjustment as follows:
(i) In case the Parent shall (i) pay a dividend or make a distribution on its Parent Common Stock in shares of its capital stock or other securities, will (ii) subdivide its outstanding shares of Parent Common Stock into a greater number of shares, (iii) combine its outstanding Parent Common Stock into a smaller number of shares or (iv) issue, by reclassification of its Parent Common Stock, shares of its capital stock or other securities of the Parent (including any such reclassification in connection with a consolidation or merger in which Parent is the continuing corporation), the number of Merger Shares issuable to the Shareholders immediately prior thereto shall be converted into adjusted so that the Shareholders shall be entitled to receive the kind and number of Merger Shares, shares of Parent’s capital stock and other securities of Parent which such holder would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Merger Shares been issued to the Shareholders immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event.
(ii) In case Parent shall issue rights, options, warrants or convertible securities to holders of its Parent Common Stock, without any charge to such holders, containing the right to receive 1.3450 subscribe for or purchase Parent Common Stock, the number of Merger Shares thereafter issuable to the Shareholders shall be determined by multiplying the number of Merger Shares theretofore issuable to the Shareholders by a fraction, of which the numerator shall be the number of shares of CUNB Parent Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional shares of Parent Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Parent Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately upon issuance of such rights, options, warrants or convertible securities.
(iii) In case Parent shall distribute to holders of its Parent Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions out of current earnings made in accordance the ordinary course of business consistent with past practices), then in each case the Reorganization Agreement number of Merger Shares that have not yet been issued to the Shareholders shall be determined by multiplying the number of Merger Shares that have not yet been issued to the Shareholders by a fraction, of which the numerator shall be the then Market Price (as defined below) on the “Per Share Stock Consideration”). All date of such distribution, and of which the denominator shall be such Market Price on such date minus the then fair value (determined as provided in subsection (d) below) of the shares portion of FENB the assets or evidences of indebtedness so distributed applicable to one share of Parent Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution.
(iv) To the extent not covered by subsections (b) or (c) hereof:
(A) In case Parent shall sell or issue Parent 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 Timeor rights, and each certificate (eachoptions, a “Certificate”) previously representing any such shares of FENB Common Stock will thereafter represent warrants or convertible securities containing the right to subscribe for, purchase or exchange into shares of Parent Common Stock at a price per share (determined, in the case of such rights, options, warrants or convertible securities, by dividing (i) the total amount received or receivable by Parent in consideration of the sale or issuance of such rights, options, warrants or convertible securities, plus the total consideration payable to Parent upon exercise, conversion or exchange thereof, by (ii) the total number of shares covered by such rights, options, warrants or convertible securities) lower than $0.08 per share, then the number of unissued Merger Shares shall thereafter be equal to the sum of the number of unissued Merger Shares immediately prior to such sale or issuance plus the number of shares of Parent Common Stock and rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into shares of Parent Common Stock sold or issued in such issuance.
(B) In case Parent shall sell or issue Parent Common Stock or rights, options, warrants or convertible securities containing the right to subscribe for, purchase or exchange into Parent Common Stock for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then, in determining the "price per share" of Parent Common Stock and the "consideration received by Parent" for purposes of the first sentence of this subsection (d), the Board of Directors shall determine the fair value of said property, and such determination, if based upon the Board of Directors, good faith business judgment, shall be binding upon the Shareholders. In determining the "price per share" of Parent Common Stock, any underwriting discounts or commissions paid to brokers, dealers or other selling agents shall not be deducted from the price received by Parent for sales of securities registered under the Securities Act of 1933 or issued in a private placement.
(v) For the purpose of this Section 1.6, the term "Parent Common Stock" shall mean (i) the class of stock designated as the Parent Common Stock of parent at the date of this Agreement or (ii) any other class of stock resulting from successive changes or reclassifications of such Parent Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 1.6, a Shareholder shall become entitled to receive any securities of Parent other than Parent Common Stock, (i) if the Per Share Shareholder’s right to acquire is on any other basis than that available to all holders of Parent Common Stock, Parent shall obtain an opinion of a reputable investment banking firm valuing such other securities and (ii) thereafter the number of such other securities so purchasable upon issuance of the Merger Consideration shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Parent Common Stock Consideration as set forth contained in this Section 5(c). Certificates previously representing 1.6.
(vi) Upon any adjustment of the number of Merger Shares, then and in each such case, Parent shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Shareholders as shown on the books of Parent, which notice shall state the increase or decrease, if any, in the number of shares of FENB Parent Common Stock will be exchanged for issuable to the Per Share Stock Consideration Shareholders as Merger Shares, setting forth in reasonable detail the method of calculation and the facts upon the surrender of which such Certificates according to Section 3.2 of the Reorganization Agreement, without any interest thereoncalculation is based.
(d) Dissenting Shares will not be converted as described in Section 5(c)The common stock, but from and after the Effective Time will represent only the right to receive such par value as may be determined under Chapter 13 $.001 per share, 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock Acquiror issued and outstanding immediately prior to the Effective Time shall be converted automatically into remain validly issued, fully paid and shall thereafter represent the right to receive one share of preferred non-assessable common stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Effective Time, taken as a whole (the “Preferred Stock Merger Consideration”)Surviving Corporation.
(g) At the Effective Time, the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be made.
Appears in 2 contracts
Sources: Merger Agreement (Diamond I, Inc.), Plan and Agreement of Merger (Diamond I, Inc.)
Conversion of Securities. In and by virtue As of the Merger, the shares of CUNB Common Stock, CUB Stock and FENB Common Stock outstanding at the Effective Time shall be converted and without any further action on the part of CUNBBLUE MOOSE, CUB and FENBMERGER SUB, LIQTECH or the holders of any holder of FENB Common Stock as followsthe securities of any of such corporations, each of the following shall occur:
(ai) At the Effective Time, each issued and outstanding Each share of CUNB LIQTECH 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into 1,000 shares of BLUE MOOSE Common Stock, and each LIQTECH Warrant issued and outstanding immediately prior to the Effective Time shall be converted into a warrant to purchase 1,000 shares of BLUE MOOSE Common Stock at $1.50 per share, with such other terms and conditions as shall be substantially identical to the LIQTECH Warrants, a form of which is annexed hereto as Exhibit A. All such shares of LIQTECH Common Stock and LIQTECH Warrants shall no longer be outstanding and shall automatically into be canceled and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive one share of preferred stock of CUNB (receive, upon the “CUNB Preferred Stock”)surrender, which shall be designated as Series A Non-Cumulative Perpetual Preferred LIQTECH will use its reasonable efforts to cause, of such certificate in accordance with the provisions hereof, certificates evidencing (i) such number of shares of BLUE MOOSE Common Stock, no par value per share, with a liquidation preference into which such shares of $1,000.00 per share LIQTECH Common Stock were converted and otherwise having (ii) Blue Moose Warrants into which such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are LIQTECH Warrants were converted. The holders of such certificates previously evidencing shares of LIQTECH Common Stock or LIQTECH Warrants outstanding immediately prior to the same as the Effective Time shall cease to have any rights (including with respect to dividends)such shares of LIQTECH Common Stock except as otherwise provided herein or by Law. Until surrendered and exchanged as herein provided, privileges and voting powerseach outstanding certificate which, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Effective Time, taken represented LIQTECH Common Stock, shall be deemed for all corporate purposes to evidence ownership of the number of shares of BLUE MOOSE Common Stock into which the shares of LIQTECH Common Stock represented by such LIQTECH certificate shall have been so converted. No dividends or other distributions declared or made with respect to BLUE MOOSE Common Stock after the Effective Time will be paid to the holder of any certificate that prior to the Effective Time evidenced shares of LIQTECH Common Stock until the holder of such certificate surrenders or exchanges such certificate as herein provided. Subject to the effect of any applicable abandoned property, escheat or similar laws, following surrender of any such certificate, there will be paid to the holder of the certificates evidencing shares of BLUE MOOSE Common Stock issued in exchange therefor, without interest, (i) the amount of dividends or other distributions with a whole record date after the Effective Time theretofore paid with respect to such shares of BLUE MOOSE Common Stock and (ii) at the “Preferred appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to the surrender and a payment date occurring after surrender, payable with respect to such shares of BLUE MOOSE Common Stock Merger Consideration”).less any withholding taxes which are required thereon. No party hereto will be liable to any holder of LIQTECH Common Stock for any BLUE MOOSE Common Stock or dividends or distributions thereon in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. In the event any certificate representing LIQTECH Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder of LIQTECH Common Stock claiming such certificate to be lost, stolen or destroyed and an agreement by such holder to indemnify and hold harmless BLUE MOOSE and the Surviving Corporation against any claim that may be made against them with respect to such certificate, BLUE MOOSE will issue in exchange for such lost, stolen or destroyed certificate BLUE MOOSE Common Stock and BLUE MOOSE Warrants to which such holder is entitled pursuant to this Agreement;
(gii) At Any shares of capital stock of LIQTECH held in LIQTECH’s treasury immediately prior to the Effective Time shall automatically be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto; and
(iii) Each share of capital stock of MERGER SUB issued and outstanding immediately prior to the Effective Time shall be converted into one (1) share of LIQTECH Common Stock, which shall be owned by BLUE MOOSE and which shall be the only outstanding shares of common stock of the Surviving Corporation from and after the Effective Time, the . All such shares of capital stock transfer books of FENB will MERGER SUB shall no longer be closedoutstanding and shall automatically be canceled and shall cease to exist, and no transfer each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of FENB such certificate in accordance with the provisions hereof, certificates evidencing such number of shares of LIQTECH Common Stock theretofore Stock, respectively, into which such shares of capital stock of MERGER SUB were converted. The holders of such certificates previously evidencing shares of capital stock of MERGER SUB outstanding will thereafter be madeimmediately prior to the Effective Time shall cease to have any rights with respect to such shares of capital stock of MERGER SUB except as otherwise provided herein or by Law.
Appears in 2 contracts
Sources: Merger Agreement (Blue Moose Media Inc), Merger Agreement (Blue Moose Media Inc)
Conversion of Securities. In and At the Effective Time by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBCU Bancorp, CUB and FENBPC Bancorp, CU Merger Sub II, or any holder of FENB Common Stock as followsPC Bancorp Stock:
(a) At the Effective Time, each issued and outstanding Each 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 PC Bancorp Stock issued and outstanding immediately before the Effective Time (other than shares of PC Bancorp Stock held by PC Bancorp in trust accounts, managed accounts and the like, its treasury or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties shares held, directly CU Bancorp or indirectly, by CUNB or FENB in respect any of a debt previously contracted) CU Bancorp’s subsidiaries (collectively, the “Excluded Shares”) and shares of FENB Common PC Bancorp Stock that are held by holders of the FENB Common PC Bancorp 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 CU Bancorp Stock in such ratio as determined in accordance with the Reorganization Agreement (the “Per Share Stock Consideration”). All of the shares of FENB Common PC Bancorp 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 PC Bancorp Stock will thereafter represent the right to receive the Per Share Stock Consideration as set forth in this Section 5(c5(a). Certificates previously representing shares of FENB Common PC Bancorp 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.
(db) Dissenting Shares will not be converted as described in Section 5(c5(a), 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.
(ec) Excluded Shares will not be converted as described in Section 5(c5(a), but from and after the Effective Time shall be canceled and shall cease to exist and no shares of CUNB CU Bancorp Common Stock shall be delivered in exchange therefor.
(fd) At In the case of stock options to purchase PC Bancorp Stock (“PC Bancorp Options”) granted under the Second Amended and Restated 2000 Stock Option Plan and the 2009 Omnibus Stock Incentive Plan of PC Bancorp, such PC Bancorp Options shall be accelerated in full so as to become fully exercisable in accordance the terms of the applicable equity plan and shall terminate at the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to . Each PC Bancorp Option that is not exercised or otherwise terminated on or before the Effective Time shall be cancelled and, in consideration for such cancellation, shall be converted automatically into and shall thereafter represent the right to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, a cash payment in an amount determined in accordance with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, Section 3.3 of the FENB Preferred Stock immediately prior to the Effective Time, taken as a whole (the “Preferred Stock Merger Consideration”)Reorganization Agreement.
(g) At the Effective Time, the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be made.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (CU Bancorp), Agreement and Plan of Merger (CU Bancorp)
Conversion of Securities. In and (a) At the First Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock First Step Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBStar, CUB and FENBFirstar, Firstar (WI) or the holders of any holder capital stock of FENB Common Stock as follows:
Firstar, Star or Firstar (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 TimeWI), each share of FENB the common stock, par value $1.25, of Firstar ("Firstar Common Stock Stock") issued and outstanding immediately before prior to the First Effective Time shall cease to be outstanding and (other than any shares of Firstar Common Stock held in trust accountsby Firstar or any of its wholly owned Subsidiaries (as defined herein), 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) except for Trust Account Shares (collectively, the “Excluded Shares”as defined herein) 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) DPC Shares (herein referred to as “Dissenting Shares”defined herein)), will shall be converted into the right to receive 1.3450 0.76 (the "Exchange Ratio") shares of CUNB Firstar (WI) Common Stock in accordance with the Reorganization Agreement (the “Per Share Stock Consideration”as defined herein). .
(b) All of the shares of FENB Firstar Common Stock converted into the Per Share right to receive Firstar (WI) Common Stock Consideration will pursuant to this Article I shall no longer be outstanding and will shall automatically be canceled cancelled and retired and will shall cease to exist as of the First Effective Time, and each certificate (each, each a “"Firstar Common Certificate”") previously representing any such shares of FENB Firstar Common Stock will shall thereafter represent only the right to receive (i) a certificate representing the Per Share number of whole shares of Firstar (WI) Common Stock Consideration as set forth and (ii) cash in this lieu of any fractional shares otherwise issuable pursuant to Section 5(c1.4(a), in accordance with Section 3.2. Firstar Common Certificates previously representing shares of FENB Firstar Common Stock will shall be exchanged for the Per Share certificates representing whole shares of Firstar (WI) Common Stock Consideration and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Firstar Common Certificates according to in accordance with Section 3.2 of the Reorganization Agreement, 3.1 without any interest thereon.
(dc) Dissenting At the First Effective Time, all shares of Firstar Common Stock that are owned by Firstar as treasury stock and all shares of Firstar Common Stock that are owned, directly or indirectly, by Firstar or any of its wholly owned Subsidiaries (other than Trust Account 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.
(eDPC Shares) Excluded Shares will not be converted as described in Section 5(c), but from and after the Effective Time shall be canceled cancelled and shall cease to exist and no shares stock of CUNB Common Stock Firstar (WI) or other consideration shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Effective Time, taken as a whole (the “Preferred Stock Merger Consideration”).
(g) At the Effective Time, the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be made.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Star Banc Corp /Oh/), Merger Agreement (Firstar Corp /Wi/)
Conversion of Securities. In and by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock and FENB Common Stock outstanding at At the Effective Time shall be converted of the Merger and without any further action on the part of CUNBJump’n Jax, CUB and FENBMerger Sub, MedaCure or the holders of any holder of FENB Common Stock as followsthe securities of any of these entities, each of the following will occur:
(ai) 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 The 11,579,167 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 MedaCure common stock issued and outstanding immediately before prior to 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”)Merger, will be converted into the right to receive 1.3450 an aggregate of 11,579,167 shares of CUNB Common Stock Jump’n Jax common stock, which shares will reflect the four shares for one share forward stock split to be effected by Jump’n Jax prior to the Closing of the Merger as depicted in accordance with Section 2(d) below. Accordingly, each one (1) share of MedaCure common stock is to be converted into the Reorganization Agreement right to receive one (1) share of post-split Jump’n Jax common stock (the “Per Share Stock ConsiderationConversion Ratio”). All No fraction of any share of Jump’n Jax common stock will be issued to any former holder of MedaCure common stock; rather, the number of shares of Jump’n Jax common stock otherwise issuable, if other than a whole number, will be rounded to the nearest whole number. The holders of such certificates previously evidencing shares of MedaCure common stock outstanding immediately prior to the Effective Time of the Merger will cease to have any rights with respect to such shares of FENB Common Stock converted into MedaCure common stock, except as otherwise provided herein or by law.
(ii) Any shares of MedaCure capital stock held in the Per Share Stock Consideration will no longer be outstanding and treasury of MedaCure immediately prior to the Effective Time of the Merger will automatically be canceled and retired extinguished without any conversion thereof and no payment will cease be made with respect thereto. At the Effective Time of the Merger, the stock transfer books of MedaCure will be closed and thereafter, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of any shares of MedaCure common stock which were outstanding immediately prior 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.
(diii) 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each Each one share of FENB Preferred Stock common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent of the right to receive Merger will remain in existence as one share of preferred common stock of CUNB (the “CUNB Preferred Stock”)Surviving Corporation, which shall will be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference owned by Jump’n Jax.
(v) The 807,602 shares of $1,000.00 per share Jump’n Jax common stock currently issued and otherwise having such other rights, preferences, privileges, outstanding and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately be outstanding prior to the Effective TimeMerger, taken which shares will be increased to 3,230,408 shares as a whole (result of the “Preferred Stock Merger Consideration”).
(gfour shares for one share forward stock split described in Section 2(d) At below, will remain issued and outstanding after the Effective Time, Time of the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be madeMerger.
Appears in 1 contract
Sources: Merger Agreement (Jump N Jax, Inc.)
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock ------------------------ Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBVIALOG Merger Subsidiary, CUB and FENB, the Company or the holders of any holder of FENB Common Stock as followsthe following securities:
(a) At Each share of common stock, no par value of the Effective Time, each Company (the "Company Stock") issued and outstanding share of CUNB Common Stock shall not be changed or converted as a result of issuable upon the Merger but shall remain election to exercise or convert outstanding as shares of CUNB Common Stock;
(b) At the Effective Time, each issued Option Securities 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 Convertible Securities immediately before prior to 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 any shares of FENB Common Company Stock that are held by holders of the FENB Common Stock who perfect their dissenters’ rights under Chapter 13 of the Codeto be canceled pursuant to Section 2.1(b)) (herein referred to as “Dissenting Shares”), will be converted into the right to receive 1.3450 shares of CUNB Common VIALOG Stock in accordance (the "Stock Merger Consideration") and cash (the "Cash Merger Consideration") (together with the Reorganization Agreement Stock Merger Consideration, the "Merger Consideration") pursuant to the following formula: Aggregate Merger Consideration = $2,190,000 Aggregate Stock Merger Consideration = 95,217 shares 4 Aggregate Cash Merger Consideration = $1,095,005 Merger Consideration = Aggregate Merger Consideration ------------------------------ Aggregate Equity Stock Merger Consideration = Aggregate Stock Merger Consideration ------------------------------------ Aggregate Equity Cash Merger Consideration = Aggregate Cash Merger Consideration ----------------------------------- Aggregate Equity At the Effective Time, all issued and outstanding shares of Company Stock (the “Per Share Stock Consideration”). All of the shares of FENB Common Stock converted into the Per Share Stock Consideration "Shares") will no longer be outstanding and will automatically be canceled and retired and will cease to exist as of the Effective Timeexist, and each certificate (each, a “Certificate”) certificates previously representing evidencing any such shares of FENB Common Stock Shares (each a "Certificate") 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 receive, upon the surrender of such Certificates according to Certificate in accordance with the provisions of Section 3.2 2.2, the number of Shares represented by such Certificate multiplied by (i) the Reorganization Agreement, without any interest thereon.
Stock Merger Consideration plus (dii) Dissenting Shares the Cash Merger Consideration. A holder of more than one Certificate will not be converted as described in Section 5(c), but from and after the Effective Time will represent only have the right to receive the Stock Merger Consideration and the Cash Merger Consideration multiplied by the number of Shares represented by all such value Certificates (the "Exchange Merger Consideration"). The holders of all Certificates may allocate the Stock Merger Consideration and Cash Merger Consideration disproportionately among all such holders; provided, however, that (i) a Schedule 2.1 setting forth the allocation of Stock Merger Consideration and Cash Merger Consideration among the holders of all Certificates is completed and consented to in writing by all such holders contemporaneously with the execution and delivery of this Agreement, all in such form as may be determined under Chapter 13 required by VIALOG; (ii) for each Share, the total of (A) the allocated Stock Merger Consideration multiplied by the Offering Price, plus (B) the allocated Cash Merger Consideration, must equal the Merger Consideration, (iii) the total allocation of the Code.
Stock Merger Consideration must equal the Aggregate Stock Merger Consideration, and (eiv) Excluded the total allocation of the Cash Merger Consideration must equal the Aggregate Cash Merger Consideration. Any such election to allocate the Stock Merger Consideration and Cash Merger Consideration disproportionately may not thereafter be withdrawn or amended. The holders of Certificates previously evidencing 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right will cease to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the have any rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, such Shares except as otherwise provided in this Agreement or by Applicable Law.
(b) Each Share held in the treasury of the FENB Preferred Stock Company or by any direct or indirect wholly-owned Subsidiary of the Company immediately prior to the Effective TimeTime will automatically be canceled and extinguished without conversion, taken as a whole (the “Preferred Stock Merger Consideration”)and no payment will be made with respect to such Share.
(gc) At Each share of common stock of VIALOG Merger Subsidiary outstanding immediately prior to the Effective Time, the stock transfer books of FENB Time will be closedconverted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and will constitute the only outstanding shares of capital stock of the Surviving Corporation.
(d) In lieu of issuing fractional shares, VIALOG may convert a holder's right to receive shares of VIALOG Stock pursuant to Section 2.1(a) into a right to receive the highest whole number of shares of VIALOG Stock constituting the non-cash portion of the Exchange Merger Consideration plus cash equal to the fraction of a share of VIALOG Stock to which the holder would otherwise be entitled multiplied by the Offering Price, and no transfer the Exchange Merger Consideration to which a holder is entitled will be deemed to be such number of FENB Common shares of VIALOG Stock theretofore outstanding will thereafter be madeplus such cash plus the cash portion of the Exchange Merger Consideration.
Appears in 1 contract
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBthe AngioSoma Stockholders, CUB and FENB, Merger Sub or any holder of FENB Common Stock as followsAngioSoma:
(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 The AngioSoma Stockholders interest 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 AngioSoma (the “Per Share Stock Consideration”). All of the shares of FENB AngioSoma 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 “CertificateStock”) 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the number of fully paid, non-assessable shares of First Titan Common Stock issuable to the Persons set out in Exhibit A hereto (the “Exchange Ratio”).
(b) Shares of First Titan Common Stock to be issued to holders of AngioSoma Common Stock pursuant to Section 2.06(a) are referred to as the “Merger Consideration.” If between the date of this Reorganization Agreement and the Effective Time, any AngioSoma Common Stock held by a First Titan stockholder shall be transferred to First Titan and the Merger Consideration shall be correspondingly adjusted to the extent appropriate to reflect such transfer of shares.
(c) In any event, if between the date of this Reorganization Agreement and the Effective Time, the outstanding shares of First Titan Common Stock or AngioSoma Common Stock shall have been changed into a different number of shares or interests or a different class, by reason of any declared or completed dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or interests, the Merger Consideration shall be correspondingly adjusted to the extent appropriate to reflect such dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. Upon surrender of the AngioSoma Common Stock in accordance with Section 2.07, such holder of AngioSoma Common Stock shall be entitled to receive the Merger Consideration.
(d) From and after the Effective Time, all AngioSoma Capital Stock shall no longer be outstanding and shall automatically into be canceled and retired and shall cease to exist, and all writings previously representing any such interests shall thereafter represent the right to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), Merger Consideration into which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are AngioSoma Capital Stock were converted in the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, Merger upon surrender of the FENB Preferred certificate(s) representing such interests in accordance with Section 2.07.
(e) Any AngioSoma Capital Stock owned by AngioSoma, First Titan Merger Sub or any direct or indirect wholly owned subsidiary of AngioSoma immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.
(f) Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of capital 2016-06-01 AngioSoma - Agreement and Plan of Reorganization(FTTN-AngioSoma) v3.docx Page 8 stock of the Surviving Company at the Effective Time, taken as a whole (and the “Preferred Stock Merger Consideration”)Surviving Company thereafter shall not have other equity securities.
(g) At In addition to the Effective Time, the stock transfer books shares of FENB will be closed, and no transfer of FENB First Titan Common Stock theretofore outstanding to be issued to holders of AngioSoma Common Stock pursuant to Section 2.06(a), First Titan will thereafter be made.issue the number of options to purchase shares of Common Stock shares shown on Exhibit A, substantially in the form attached as Exhibit G.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (First Titan Corp.)
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock ------------------------ Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBVIALOG Merger Subsidiary, CUB and FENB, the Company or the holders of any holder of FENB Common Stock as followsthe following securities:
(a) At Each share of common stock, no par value of the Effective Time, each Company (the "Company Stock") issued and outstanding share of CUNB Common Stock shall not be changed or converted as a result of issuable upon the Merger but shall remain election to exercise or convert outstanding as shares of CUNB Common Stock;
(b) At the Effective Time, each issued Option Securities 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 Convertible Securities immediately before prior to 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 any shares of FENB Common Company Stock that are held by holders of the FENB Common Stock who perfect their dissenters’ rights under Chapter 13 of the Codeto be canceled pursuant to Section 2.1(b)) (herein referred to as “Dissenting Shares”), will be converted into the right to receive 1.3450 shares of CUNB Common VIALOG Stock in accordance (the "Stock Merger Consideration") and cash (the "Cash Merger Consideration") (together with the Reorganization Agreement Stock Merger Consideration, the "Merger Consideration") pursuant to the following formula: Aggregate Merger Consideration = $3,000,000 Aggregate Stock Merger Consideration = 52,174 shares Aggregate Cash Merger Consideration = $2,399,999 Merger Consideration = Aggregate Merger Consideration ------------------------------ Aggregate Equity Stock Merger Consideration = Aggregate Stock Merger Consideration ------------------------------------ Aggregate Equity Cash Merger Consideration = Aggregate Cash Merger Consideration ----------------------------------- Aggregate Equity At the Effective Time, all issued and outstanding shares of Company Stock (the “Per Share Stock Consideration”). All of the shares of FENB Common Stock converted into the Per Share Stock Consideration "Shares") will no longer be outstanding and will automatically be canceled and retired and will cease to exist as of the Effective Timeexist, and each certificate (each, a “Certificate”) certificates previously representing evidencing any such shares of FENB Common Stock Shares (each a "Certificate") 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 receive, upon the surrender of such Certificates according to Certificate in accordance with the provisions of Section 3.2 2.2, the number of Shares represented by such Certificate multiplied by (i) the Reorganization Agreement, without any interest thereon.
Stock Merger Consideration plus (dii) Dissenting Shares the Cash Merger Consideration. A holder of more than one Certificate will not be converted as described in Section 5(c), but from and after the Effective Time will represent only have the right to receive the Stock Merger Consideration and the Cash Merger Consideration multiplied by the number of Shares represented by all such value Certificates (the "Exchange Merger Consideration"). The holders of all Certificates may allocate the Stock Merger Consideration and Cash Merger Consideration disproportionately among all such holders; provided, however, that (i) a Schedule 2.1 setting forth the allocation of Stock Merger Consideration and Cash Merger Consideration among the holders of all Certificates is completed and consented to in writing by all such holders contemporaneously with the execution and delivery of this Agreement, all in such form as may be determined under Chapter 13 required by VIALOG; (ii) for each Share, the total of (A) the allocated Stock Merger Consideration multiplied by the Offering Price, plus (B) the allocated Cash Merger Consideration, must equal the Merger Consideration, (iii) the total allocation of the Code.
Stock Merger Consideration must equal the Aggregate Stock Merger Consideration, and (eiv) Excluded the total allocation of the Cash Merger Consideration must equal the Aggregate Cash Merger Consideration. Any such election to allocate the Stock Merger Consideration and Cash Merger Consideration disproportionately may not thereafter be withdrawn or amended. The holders of Certificates previously evidencing 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right will cease to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the have any rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, such Shares except as otherwise provided in this Agreement or by Applicable Law.
(b) Each Share held in the treasury of the FENB Preferred Stock Company or by any direct or indirect wholly-owned Subsidiary of the Company immediately prior to the Effective TimeTime will automatically be canceled and extinguished without conversion, taken as a whole (the “Preferred Stock Merger Consideration”)and no payment will be made with respect to such Share.
(gc) At Each share of common stock of VIALOG Merger Subsidiary outstanding immediately prior to the Effective Time will be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and will constitute the only outstanding shares of capital stock of the Surviving Corporation.
(d) In lieu of issuing fractional shares, VIALOG may convert a holder's right to receive shares of VIALOG Stock pursuant to Section 2.1(a) into a right to receive the highest whole number of shares of VIALOG Stock constituting the non-cash portion of the Exchange Merger Consideration plus cash equal to the fraction of a share of VIALOG Stock to which the holder would otherwise be entitled multiplied by the Offering Price, and the Exchange Merger Consideration to which a holder is entitled will be deemed to be such number of shares of VIALOG Stock plus such cash plus the cash portion of the Exchange Merger Consideration.
(e) If a dividend is declared upon the VIALOG Stock payable in VIALOG Stock between the date hereof and the Effective Time, then the stock transfer books shares of FENB VIALOG Stock the holder has the right to receive pursuant to Section 2.1
(a) will be closedincreased proportionately. If the outstanding VIALOG Stock is changed into or exchanged for a different number or class of shares of stock of VIALOG or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation, then there shall be substituted for each such share of VIALOG Stock the holder has the right to receive pursuant to Section 2.1
(a) the number and no transfer class of FENB Common shares of VIALOG Stock theretofore into which each outstanding will thereafter be madeshare of VIALOG Stock is so changed or exchanged.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Call Points Inc)
Conversion of Securities. In and Pursuant to this Agreement, at the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNB, CUB Merger Sub and FENB, or any holder of FENB Common Stock as followsTarget:
(a) At the Effective Time, each issued and outstanding Each share of CUNB Common Stock shall not be changed or converted as a result common stock 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 Target (the “Per Share Stock ConsiderationTarget Common Stock”). All ) held in the treasury of the shares Target and each such share of FENB Target 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 owned by Merger Sub, Parent or any direct or indirect wholly-owned subsidiary of the Effective Time, and each certificate (each, a “Certificate”) previously representing any such shares Parent or 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding Merger Sub immediately prior to the Effective Time shall be converted automatically into cancelled and extinguished without any conversion thereof and no payment shall thereafter represent the right to receive one be made with respect thereto.
(b) Each share of preferred stock of CUNB (the “CUNB Preferred Stock”), Target Common Stock which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock is outstanding immediately prior to the Effective Time, taken other than those shares of Target Common Stock cancelled as a whole set forth in subsection (a) hereof, shall be converted into the right to receive shares of the Series B Convertible Preferred Stock of Parent (the “Preferred Stock Parent Merger ConsiderationStock”).
(g) At , as follows: at the Effective Time, the stock transfer books then-outstanding shares of FENB will be closed, and no transfer of FENB Target Common Stock theretofore outstanding will thereafter shall be made.exchanged, pro rata, for a total of 8,000 shares of Parent Merger Stock (these shares of Parent Merger Stock are referred to as the “Merger Shares”). The Merger Shares are referred to as the “Merger Consideration”.5 The Certificate of Designation of Parent’s Series B Convertible Preferred Stock is attached hereto as Exhibit A and made a part hereof. __________________ 5Parent, Merger Sub and Target understand and agree that the Series B Convertible Preferred Stock is being issued in lieu of shares of common stock of Parent, due to Parent’s existing lack of sufficient authorized shares of common stock to so issue the requisite number of shares. Parent, ▇▇▇▇▇▇ Sub and Target further understand and agree that, were there sufficient authorized shares of common stock of Parent available to be issued at the Closing hereunder, immediately following the Effective Time, the ownership of Parent’s common stock would be as follows: Parent Shareholders Immediately After the Effective Time 18,000,000 shares (14.50%) Target Shareholders Immediately After Effective Time 99,943,448 shares(80.51%) Other Merger-Related Issuances Immediately After Effective Time 6,194,482 shares (4.99%)
Appears in 1 contract
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 by virtue of the Merger but shall remain outstanding as shares and without any action on the part of CUNB Common Stock;Newco, Merger Sub, Boulevard or the holders of any of the following securities:
(bi) At the Effective Time, each issued Boulevard Conversion Share shall be cancelled 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 automatically, subject to Section 4.2, into the right to receive 1.3450 shares of CUNB Common Stock in accordance with the Reorganization Agreement (the “Boulevard Per Share Stock Merger Consideration”). All , payable upon surrender, in the manner provided in Section 4.2, 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 that formerly evidenced 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.Boulevard Conversion Share;
(dii) 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock all issued and outstanding shares of common stock, par value $0.0001 per share, of Merger Sub immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent exchanged for the right to receive one number of fully paid and nonassessable share of preferred Class A Common Stock of the Surviving Corporation as is equal to the number of Conversion Shares outstanding immediately prior to the Effective Time;
(iii) each share of Boulevard Common Stock held by Boulevard as treasury stock of CUNB (the “CUNB Preferred Stock”including Redemption Shares held by Boulevard), which shall be designated and each share of Boulevard Common Stock held by any direct or indirect Subsidiary of Boulevard, in each case as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Effective Time, taken automatically shall be cancelled and cease to exist without any conversion thereof, and no consideration shall be paid with respect thereto; and
(iv) each issued and outstanding share of Boulevard Class B Common Stock will remain outstanding as a whole share of Boulevard Class B Common Stock and each holder of Boulevard Class B Common Stock shall also receive one (the “Preferred 1) Newco Class B Share for each share of Boulevard Class B Common Stock Merger Consideration”)held by such holder.
(gb) From and after the Effective Time, each Boulevard Conversion Share will no longer remain outstanding and will automatically be cancelled and will cease to exist, and each holder of (i) a certificate previously representing any Boulevard Conversion Shares or (ii) Boulevard Conversion Shares that are in non-certificated book-entry form (either case (i) or (ii) being referred to in this Agreement, to the extent applicable, as a "Certificate") will thereafter cease to have any rights with respect to such Boulevard Conversion Shares, except the right to receive the Boulevard Per Share Merger Consideration.
(c) Each Redemption Share shall not be entitled to receive the Boulevard Per Share Merger Consideration and shall be converted into the right to receive, in cash, an amount per share calculated in accordance with the Boulevard Organizational Documents. At or as promptly as practical after the Effective Time, the stock transfer books Surviving Corporation shall make the cash payments required under the Boulevard Organizational Documents in respect of FENB will each such Redemption Share. As of the Effective Time, all such Redemption Shares shall no longer be closedoutstanding and shall automatically be canceled and retired and shall cease to exist, and no transfer each holder of FENB Common Stock theretofore outstanding will thereafter be madea share certificate or book-entry shares representing such Redemption Shares shall cease to have any rights with respect thereto, except the right to receive the cash payments referred to in the immediately preceding sentence.
Appears in 1 contract
Sources: Business Combination Agreement (Boulevard Acquisition Corp. Ii)
Conversion of Securities. In (a) Subject to the terms and by virtue conditions of this Agreement, and as more particularly set out in the Plan of Merger, the shares of CUNB Common Stock, CUB Stock and FENB Common Stock outstanding at following shall occur in 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 followsRedomestication Merger:
(ai) At the Effective Time, each issued and outstanding Each share of CUNB Common Stock shall not be changed or converted as a result common stock, par value $0.0001 per share, 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 Cambridge issued and outstanding immediately before prior to the Effective Time (other than shares held “Cambridge Common Stock”), including those contained 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 units of a debt previously contracted) Cambridge (collectively, the “Excluded SharesCambridge Units”) and shares consisting of FENB one share of Cambridge Common Stock that are held by holders and one warrant to purchase one share of the FENB Cambridge Common Stock who perfect their dissenters’ rights under Chapter 13 of the Code) (herein referred to as “Dissenting SharesCambridge Warrants”), will be automatically converted (subject to Section 1.5(c)) into one ordinary share of Surviving Pubco (“Surviving Pubco Shares”) and the right holders thereof shall cease to receive 1.3450 shares have any further rights as holders of CUNB Cambridge Common Stock. Each certificate that evidenced Cambridge Common Stock in accordance with immediately prior to the Reorganization Agreement Redomestication Merger (the “Per Share Stock Consideration”). All of the shares of FENB Cambridge 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 shall entitle the holder to the applicable number of FENB Surviving Pubco Shares into which the Cambridge Common Stock will thereafter represent the right is convertible according to this Section 1.5(a)(i); provided, however, that each Cambridge Common Certificate owned by holders who have validly elected 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 a portion of the Reorganization Agreement, without any interest thereonproceeds held in Cambridge’s Trust Fund (as defined in Section 3.26 hereof) shall entitle the holder thereof to receive only such portion of the Trust Fund as provided for in Cambridge’s Charter Documents (as defined below).
(dii) Dissenting Shares will not be converted as described Each Cambridge Warrant, including those contained in Section 5(c)the Cambridge Units, 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent remain outstanding immediately following the right to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which Effective Time but shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with deemed to have been converted and to represent a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are warrant (“Surviving Pubco Warrant”) to purchase one Surviving Pubco Share on the same as terms existing under the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock Cambridge Warrants immediately prior to the Effective Time. Immediately following the Redomestication Merger, taken as a whole each certificate that evidenced Cambridge Warrants immediately prior to the Redomestication Merger (“Cambridge Warrant Certificate” and together with the Cambridge Common Certificates, the “Preferred Stock Merger ConsiderationCambridge Certificates”)) shall represent the applicable number of Surviving Pubco Warrants into which the Cambridge Warrants represented thereby have been converted.
(giii) At Each unit purchase option of Cambridge (“Cambridge UPOs” and together with the Cambridge Common Stock and Cambridge Warrants, the “Cambridge Securities”) issued and outstanding immediately prior to the Effective Time shall remain outstanding immediately following the Effective Time but shall be deemed to have been converted and to represent a unit purchase option (“Surviving Pubco UPOs” and together with the Surviving Pubco Shares and Surviving Pubco Warrants, the “Surviving Pubco Securities”) to purchase units of Surviving Pubco on the same terms existing under the Cambridge UPOs immediately prior to the Effective Time. Immediately following the Redomestication Merger, each certificate that evidenced Cambridge UPOs immediately prior to the stock transfer books Redomestication Merger (“Cambridge UPO Certificate”) shall represent the applicable number of FENB will be closed, and no transfer Surviving Pubco UPOs into which the Cambridge UPOs represented thereby have been converted
(iv) Each share of FENB Cambridge Common Stock theretofore outstanding will thereafter and each Cambridge Warrant held by Cambridge or the Company immediately prior to the Effective Time shall be madecancelled and extinguished without any conversion or payment in respect thereof.
(v) Certificates representing the Surviving Pubco Shares and Surviving Pubco Warrants issuable pursuant to Sections 1.5(a)(i) and 1.5(a)(ii) shall be issued to the holders of Cambridge Certificates upon surrender of the applicable Cambridge Certificates in the manner provided in Section 1.5(b) (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and indemnity, if required) in the manner provided in Section 1.8).
Appears in 1 contract
Sources: Reorganization Agreement (Cambridge Capital Acquisition Corp)
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBPensare, CUB and FENBMerger Sub, the Company or the holders of any holder of FENB Common Stock as followsthe following securities:
(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 all 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Company Preferred Stock issued and outstanding immediately prior to the Effective Time shall be canceled and converted automatically into the right to receive, in accordance with the Certificate of Incorporation of the Company and shall thereafter represent the Payment Spreadsheet, an aggregate of (A) the Stockholder Cash Consideration Amount and (B) a number of shares of Pensare Common Stock equal to the Stockholder Share Consideration Amount divided by the Price Per Share (the “Stock Consideration”), with each holder of Company Preferred Stock to receive the right to receive the cash amount and number of shares of Pensare Common Stock set forth opposite such holder’s name as set forth on the Payment Spreadsheet, with fractional shares rounded down or rounded up, as the case may be, to the nearest whole share (all of which shall be calculated not later than three (3) Business Days prior to Closing); provided, that, notwithstanding the foregoing, if the PIPE Securities shall consist of anything other than solely Pensare Common Stock, (i) the holders of Company Preferred Stock entitled to receive Stock Consideration hereunder shall instead receive Pensare Securities of the same type as the PIPE Securities issued to investors in the Private Placement and in the same proportion of PIPE Securities (if more than one class or type of PIPE Security is issued in the Private Placement) issued to investors in the Private Placement and (ii) the Stock Consideration shall be defined as such amount of PIPE Securities as shall equal the Stockholder Share Consideration Amount divided by the applicable price per unit paid by investors for the applicable PIPE Securities in the Private Placement (with appropriate adjustments being made to the requirements under Section 3.02 to reflect such change);
(b) all shares of Company Common Stock held immediately prior to the Effective Time shall be terminated and canceled without any conversion thereof and no payment or distribution shall be made with respect thereto;
(c) all shares of Company Stock held in the treasury of the Company and all shares of Company Stock owned by any direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto;
(d) each share of preferred stock Merger Sub Common Stock 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 CUNB common stock, par value $0.01 per share, of the Surviving Corporation; and
(e) all options to purchase Company Common Stock (the “CUNB Preferred StockCompany Options”)) outstanding, which shall be designated as Series A Non-Cumulative Perpetual Preferred Stockwhether or not exercisable and whether or not vested, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privilegesimmediately prior to the Effective Time under the Company Stock Option Plans or otherwise, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock all Company Warrants outstanding immediately prior to the Effective Time, taken shall be terminated and cancelled effective as a of the Effective Time without any payment therefor.
(f) On the Closing Date, Pensare shall, on behalf of the Company, (i) pay by wire transfer of immediately available funds, the Company Transaction Expenses that are to be paid in cash to the recipients identified on the Payment Spreadsheet, and (ii) if any Company Transaction Expenses are to be paid in shares of Pensare Common Stock, issue at the Closing to the intended recipients the number of shares of Pensare Common Stock set forth on the Payment Spreadsheet (it being understood that the aggregate number of shares to be issued for such purposes shall be equal to the dollar amount of the Company Transaction Expenses to be paid in shares, divided by the Price Per Share, with the number of shares issuable to each recipient as set forth on the Payment Spreadsheet and with fractional shares rounded down or rounded up, as the case may be, to the nearest whole share); provided, that, notwithstanding the foregoing, if any Company Transaction Expenses are to be paid in shares of Pensare Common Stock in accordance with this Section 3.01(f)(ii) and if the PIPE Securities shall consist of anything other than solely Pensare Common Stock, (i) the “Preferred recipients of Company Transaction Expenses otherwise entitled to receive shares of Pensare Common Stock Merger Consideration”)hereunder shall instead receive Pensare Securities of the same type as the PIPE Securities issued to investors in the Private Placement and in the same proportion of PIPE Securities (if more than one class or type of PIPE Security is issued in the Private Placement) issued to investors in the Private Placement and (ii) the number of shares of Pensare Securities to be issued to such recipients of Company Transaction Expenses shall be determined by dividing the aggregate dollar amount of the Company Transaction Expenses by the applicable price per unit paid by investors for the applicable PIPE Securities in the Private Placement.
(g) At On the Effective TimeClosing Date, Pensare shall deliver or cause to be delivered to the Company, for further payment to the MRP Participants, (i) the MRP Cash Consideration Amount and (ii) an aggregate number of shares of Pensare Common Stock equal to the MRP Share Consideration Amount divided by the Price Per Share, with such cash and stock to be allocated among the MRP Participants as set forth on the Payment Spreadsheet, and with fractional shares rounded down or rounded up, as the case may be, to the nearest whole share; provided, that, notwithstanding the foregoing, if the PIPE Securities shall consist of anything other than solely Pensare Common Stock, (i) the MRP Participants entitled to receive shares of Pensare Common Stock in accordance with Section 3.01(g)(ii) shall instead receive Pensare Securities of the same type as the PIPE Securities issued to investors in the Private Placement and in the same proportion of PIPE Securities (if more than one class or type of PIPE Securities is issued in the Private Placement) issued to investors in the Private Placement and (ii) the number of shares of Pensare Securities to be issued to such MRP Participants shall be determined by dividing the MRP Share Consideration Amount by the applicable price per unit paid by investors for the applicable PIPE Securities in the Private Placement.
(h) Notwithstanding anything to the contrary herein, if immediately after receipt of the shares of Pensare Common Stock issuable to the Investcorp Investors pursuant to Section 3.01(a) and the consummation of the Private Placement, the stock transfer books Pensare Stockholder Redemptions and the other Transactions, the Investcorp Investors would own 10% or more of FENB will the outstanding Pensare Common Stock, then Pensare and IVC shall negotiate in good faith to determine if there is a security of equivalent value that can be closedprovided to one or more of the Investcorp Investors, and no transfer in lieu of FENB a certain number of shares of Pensare Common Stock, such that the aggregate ownership by the Investcorp Investors of Pensare Common Stock theretofore outstanding will thereafter be madeis just less than 10%.
Appears in 1 contract
Sources: Business Combination Agreement (PENSARE ACQUISITION Corp)
Conversion of Securities. In (a) At least three (3) Business Days prior to the Closing Date, MBI shall prepare and deliver to Heartland (i) a balance sheet, prepared in accordance with GAAP consistently applied with MBI historical accounting practices (the “Determination Balance Sheet”), showing its consolidated financial position as of the close of business on the Determination Date, and containing adequate detail to compute the Adjusted Tangible Common Equity. Without limiting the generality of the foregoing, MBI shall accompany the Determination Balance Sheet with (i) a schedule of all Transaction Costs, and (ii) a calculation of Severance Costs, assuming completion of the Merger. If MBI and Heartland agree to such calculations and to the Adjusted Tangible Common Equity, the Determination Balance Sheet and such amounts shall be final and conclusive. If Heartland and MBI disagree as to such calculations and are unable to reconcile their differences in writing within five (5) Business Days, the Closing Date shall be postponed and the items in dispute shall be submitted to a mutually acceptable independent national accounting firm in the United States (the “Independent Auditor”) for final determination, and the calculations shall be deemed adjusted in accordance with the determination of the Independent Auditor and shall become binding, final and conclusive upon all of the parties hereto. The Independent Auditor shall consider only the items in dispute and shall be instructed to act within five (5) Business Days (or such longer period as MBI and Heartland may agree) to resolve all items in dispute. MBI and Heartland shall share equally the payment of reasonable fees and expenses of the Independent Auditor.
(b) On the Closing Date, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBHeartland, CUB and FENBMBI, the Surviving Corporation or the holder of MBI Common Stock, each Outstanding MBI Share (other than (A) shares of MBI Common Stock owned by Heartland or MBI or any holder direct or indirect subsidiary of FENB Heartland or MBI and (B) any Dissenting Shares) (“Converted MBI Common Stock as follows:
Stock”) will be canceled and extinguished and be converted into and become a right to receive (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 Cash Merger but shall remain outstanding as shares of CUNB Common Stock;
Consideration per Share plus (b) At the Effective TimeStock Merger Consideration per Share. In addition, each all MBI Preferred Stock (none of which are 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
(coutstanding) 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 on the Effective TimeClosing Date. If, between the date hereof and each certificate (eachthe Closing Date, 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 shares of CUNB Heartland Common Stock shall be delivered changed into a different number of shares or a different class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or if a stock dividend thereon shall be declared with a record date within such period, then the number of shares of Heartland Common Stock issued to holders of Converted MBI Common Stock at the Closing Date pursuant to this Agreement will be appropriately and proportionately adjusted so that the number of such shares of Heartland Common Stock (or such class of shares into which shares of Heartland Common Stock have been changed) that will be issued in exchange therefor.
(f) At for the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Effective Time, taken as a whole (the “Preferred Stock Merger Consideration”).
(g) At the Effective Time, the stock transfer books of FENB will be closed, and no transfer of FENB Converted MBI Common Stock theretofore outstanding will thereafter be madeequal the number of such shares that the holders of Converted MBI Common Stock would have received pursuant to such classification, recapitalization, split-up, combination, exchange of shares, readjustment or stock dividend had the record date therefor been immediately following the Closing Date.
Appears in 1 contract
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock ------------------------ Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBVIALOG Merger Subsidiary, CUB and FENB, the Company or the holders of any holder of FENB Common Stock as followsthe following securities:
(a) At Each share of common stock, $.00125 par value of the Effective Time, each Company (the "Company Stock") issued and outstanding share of CUNB Common Stock shall not be changed or converted as a result of issuable upon the Merger but shall remain election to exercise or convert outstanding as shares of CUNB Common Stock;
(b) At the Effective Time, each issued Option Securities 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 Convertible Securities immediately before prior to 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 any shares of FENB Common Company Stock that are held by holders of the FENB Common Stock who perfect their dissenters’ rights under Chapter 13 of the Codeto be canceled pursuant to Section 2.1(b)) (herein referred to as “Dissenting Shares”), will be converted into the right to receive 1.3450 shares of CUNB Common VIALOG Stock in accordance (the "Stock Merger Consideration") and cash (the "Cash Merger Consideration") (together with the Reorganization Agreement Stock Merger Consideration, the "Merger Consideration") pursuant to the following formula: Aggregate Merger Consideration = $36,000,000 Aggregate Stock Merger Consideration = 1,565,217 shares 4 Aggregate Cash Merger Consideration = $18,000,005* * The Aggregate Cash Merger Consideration shall be reduced by subtracting from the Aggregate Cash Merger Consideration the sum of $1,174,730 representing the bonuses listed on Schedule 6.17. Merger Consideration = Aggregate Merger Consideration ------------------------------ Aggregate Equity Stock Merger Consideration = Aggregate Stock Merger Consideration ------------------------------------ Aggregate Equity Cash Merger Consideration = Aggregate Cash Merger Consideration ----------------------------------- Aggregate Equity At the Effective Time, all issued and outstanding shares of Company Stock (the “Per Share Stock Consideration”). All of the shares of FENB Common Stock converted into the Per Share Stock Consideration "Shares") will no longer be outstanding and will automatically be canceled and retired and will cease to exist as of the Effective Timeexist, and each certificate (each, a “Certificate”) certificates previously representing evidencing any such shares of FENB Common Stock Shares (each a "Certificate") 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 receive, upon the surrender of such Certificates according to Certificate in accordance with the provisions of Section 3.2 2.2, the number of Shares represented by such Certificate multiplied by (i) the Reorganization Agreement, without any interest thereon.
Stock Merger Consideration plus (dii) Dissenting Shares the Cash Merger Consideration. A holder of more than one Certificate will not be converted as described in Section 5(c), but from and after the Effective Time will represent only have the right to receive the Stock Merger Consideration and the Cash Merger Consideration multiplied by the number of Shares represented by all such value Certificates (the "Exchange Merger Consideration"). The holders of all Certificates may allocate the Stock Merger Consideration and Cash Merger Consideration disproportionately among all such holders; provided, however, that (i) a Schedule 2.1 setting forth the allocation of Stock Merger Consideration and Cash Merger Consideration among the holders of all Certificates is completed and consented to in writing by all such holders contemporaneously with the execution and delivery of this Agreement, all in such form as may be determined under Chapter 13 required by VIALOG; (ii) for each Share, the total of (A) the allocated Stock Merger Consideration multiplied by the Offering Price, plus (B) the allocated Cash Merger Consideration, must equal the Merger Consideration, (iii) the total allocation of the Code.
Stock Merger Consideration must equal the Aggregate Stock Merger Consideration, and (eiv) Excluded the total allocation of the Cash Merger Consideration must equal the Aggregate Cash Merger Consideration. Any such election to allocate the Stock Merger Consideration and Cash Merger Consideration disproportionately may not thereafter be withdrawn or amended. The holders of Certificates previously evidencing 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right will cease to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the have any rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, such Shares except as otherwise provided in this Agreement or by Applicable Law.
(b) Each Share held in the treasury of the FENB Preferred Stock Company or by any direct or indirect wholly-owned Subsidiary of the Company immediately prior to the Effective TimeTime will automatically be canceled and extinguished without conversion, taken as a whole (the “Preferred Stock Merger Consideration”)and no payment will be made with respect to such Share.
(gc) At Each share of common stock of VIALOG Merger Subsidiary outstanding immediately prior to the Effective Time, the stock transfer books of FENB Time will be closedconverted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and will constitute the only outstanding shares of capital stock of the Surviving Corporation.
(d) In lieu of issuing fractional shares, VIALOG may convert a holder's right to receive shares of VIALOG Stock pursuant to Section 2.1(a) into a right to receive the highest whole number of shares of VIALOG Stock constituting the non-cash portion of the Exchange Merger Consideration plus cash equal to the fraction of a share of VIALOG Stock to which the holder would otherwise be entitled multiplied by the Offering Price, and no transfer the Exchange Merger Consideration to which a holder is entitled will be deemed to be such number of FENB Common shares of VIALOG Stock theretofore outstanding will thereafter be madeplus such cash plus the cash portion of the Exchange Merger Consideration.
Appears in 1 contract
Sources: Merger Agreement (Vialog Corp)
Conversion of Securities. In (a) Immediately prior to the Merger Effective Time, each SPAC Class B Ordinary Share issued and outstanding immediately prior to the Merger Effective Time shall automatically be converted into and exchanged for a number of validly issued, fully paid and nonassessable SPAC Class A Ordinary Shares equal to the Class B Conversion Ratio (the “SPAC Class B Conversion”) and SPAC shall cause its register of members to be updated, with effect immediately prior to the Merger Effective Time, to reflect the SPAC Class B Conversion;
(b) For the avoidance of doubt, HoldCo Ordinary Shares are being issued in consideration for the acquisition of SPAC in connection with the Transactions.
(c) At the Merger Effective Time, immediately following SPAC Class B Conversion, 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 CUNBSPAC, CUB and FENBMerger Sub, HoldCo or the Company or the holders of any holder of FENB Common Stock as followsthe following securities:
(ai) 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 SPAC Class A Ordinary Share (other than shares any SPAC Class A Ordinary Shares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned treasury by third parties shares held, directly or indirectly, by CUNB or FENB in respect of a debt previously contractedSPAC (if any) (each, an “Excluded Share” and, 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Merger Effective Time shall automatically be exchanged for one HoldCo Ordinary Share, in accordance with Section 233(5) of the Cayman Statute following a share capital increase realized by HoldCo by virtue of the Merger, to be subscribed by the contributing holders of SPAC Class A Ordinary Shares (the “Merger Consideration”), which HoldCo Ordinary Shares HoldCo shall cause to be issued and delivered in accordance with its obligations set forth in Section 3.3;
(ii) all SPAC Class A Ordinary Shares (other than the Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist and (A) each certificate formerly representing SPAC Class A Ordinary Shares (other than Excluded Shares) and (B) each entry in SPAC’s register of members formerly representing SPAC Class A Ordinary Shares (other than Excluded Shares) issued and outstanding immediately prior to the Merger Effective Time shall thereafter, in case of both (A) and (B), only represent the right to receive Merger Consideration into which such SPAC Class A Ordinary Shares have been exchanged (and contributed-in-kind) pursuant to this Section 3.2 and any distribution or dividend pursuant to Section 3.3(c);
(iii) each Excluded Share shall, by virtue of the Merger and without any further action on the part of SPAC, Merger Sub, HoldCo or the Company or holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist; and
(iv) each ordinary share, par value $0.00001 per share, of Merger Sub (the “Merger Sub Ordinary Shares”) issued and outstanding immediately prior to the Merger Effective Time shall be converted automatically into and shall thereafter represent the right to receive exchanged for one share of preferred stock of CUNB (the “CUNB Preferred Stock”)1) validly issued, which shall be designated as Series A Non-Cumulative Perpetual Preferred Stockfully paid and nonassessable ordinary share, no par value $0.0001 per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Effective Time, taken as a whole (the “Preferred Stock Merger Consideration”)Surviving Company.
(gd) At On the Closing Date (and after the Merger Effective TimeTime and the consummation of the transactions contemplated by Section 3.2(c)), SPAC shall cause its register of members to be updated, to reflect the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be madetransactions contemplated by Section 3.2(c)(ii) to Section 3.2(c)(iv).
Appears in 1 contract
Conversion of Securities. In and At the Effective time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBIFR Systems, CUB and FENBIFR Holding, Merger Corporation, or the holders of any holder of FENB Common Stock as followsthe securities of any of them, IFR Systems will become a wholly owned subsidiary of IFR Holding, and the stockholders of IFR Systems will become stockholders of IFR Holding. To effect the foregoing:
(a) At the Effective Time, each issued and outstanding share of CUNB common stock, par value $0.01, of IFR Systems ("IFR Systems Common Stock shall not be changed or converted Stock") then held by IFR Systems as a result treasury share or then held by Merger Corporation or IFR Holding Corporation shall be canceled and extinguished without payment of the Merger but shall remain outstanding as shares of CUNB Common Stockany consideration therefor and without any conversion thereof;
(b) At the Effective Time, each share of IFR Systems Common Stock then issued and outstanding (other than those described in Section 2.1(a)) together with the associated Right shall, without necessity of exchange or surrender thereof, be converted into and thereafter shall represent one validly issued, fully paid, and non-assessable share of CUB Stock shall not be changed or converted as a result common stock, par value $1.00 par share, of the Merger but shall remain outstanding as shares of CUB IFR Holding ("IFR Holding Common Stock; and") and one associated Right;
(c) At the Effective Timeeach then outstanding warrant, each option, or other right to purchase or receive one share of FENB IFR Systems Common Stock issued and outstanding immediately before the Effective Time (other than shares held in trust accountscollectively "IFR Systems Options") shall, 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 one validly issued, fully paid, and non-assessable warrant, option, or other right (as the Per Share Stock Consideration as set forth in this Section 5(ccase may be) representing the right to purchase or receive, subject to the identical terms and provisions of the respective agreements applicable to the IFR Systems Options (collectively the "IFR Systems Options Agreements"). Certificates previously representing shares , one share of FENB IFR Holding 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("IFR Holding Options").
(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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock common stock, par value $1.00 per share, of Merger Corporation issued and outstanding immediately prior to the Effective Time shall be converted automatically into and thereupon and thereafter shall thereafter represent the right to receive one validly issued, fully paid, and non-assessable share of preferred common stock of CUNB the Surviving Corporation; and
(the “CUNB Preferred Stock”)e) each share of common stock, which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value $1.00 per share, with a liquidation preference of $1,000.00 per share IFR Holding held by IFR Systems immediately prior to the Effective Time shall be contributed to the capital of IFR Holding and otherwise having such canceled and extinguished without payment of any consideration therefor and without any conversion thereof.
(f) IFR Holding and IFR Systems shall (i) make any necessary or desirable amendments to the various IFR Systems Options Agreements; (ii) use all reasonable best efforts to obtain any required consents or releases; (iii) prepare and execute appropriate agreements granting or creating the IFR Holding Options; and (iv) take any other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are action necessary to effect the same as the rights transactions contemplated by this Section 2.1.
(including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, g) Each certificate representing shares of the FENB Preferred IFR Systems Common Stock immediately prior to the Effective Time, taken as a whole (Time not being expressly canceled pursuant to this Agreement shall be deemed to represent the “Preferred same number of shares of IFR Holding Common Stock Merger Consideration”).
(g) At at the Effective Time, the stock transfer books Time and shall no longer represent shares of FENB will be closed, and no transfer of FENB IFR Systems Common Stock theretofore outstanding will thereafter and it shall not be madenecessary for any holder thereof to exchange any such stock certificate.
Appears in 1 contract
Sources: Merger Agreement (Ifr Systems Inc)
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock ------------------------ Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBVIALOG Merger Subsidiary, CUB and FENB, the Company or the holders of any holder of FENB Common Stock as followsthe following securities:
(a) At Each share of common stock, $1.00 par value of the Effective Time, each Company (the "Company Stock") issued and outstanding share of CUNB Common Stock shall not be changed or converted as a result of issuable upon the Merger but shall remain election to exercise or convert outstanding as shares of CUNB Common Stock;
(b) At the Effective Time, each issued Option Securities 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 Convertible Securities immediately before prior to 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 any shares of FENB Common Company Stock that are held by holders of the FENB Common Stock who perfect their dissenters’ rights under Chapter 13 of the Codeto be canceled pursuant to Section 2.1(b)) (herein referred to as “Dissenting Shares”), will be converted into the right to receive 1.3450 shares of CUNB Common VIALOG Stock in accordance (the "Stock Merger Consideration") and cash (the "Cash Merger Consideration") (together with the Reorganization Agreement Stock Merger Consideration, the "Merger Consideration") pursuant to the following formula: Aggregate Merger Consideration = $13,265,000 Aggregate Stock Merger Consideration = 692,086 shares 4 Aggregate Cash Merger Consideration = $5,306,011 Merger Consideration = Aggregate Merger Consideration ------------------------------ Aggregate Equity Stock Merger Consideration = Aggregate Stock Merger Consideration ------------------------------------ Aggregate Equity Cash Merger Consideration = Aggregate Cash Merger Consideration ----------------------------------- Aggregate Equity At the Effective Time, all issued and outstanding shares of Company Stock (the “Per Share Stock Consideration”). All of the shares of FENB Common Stock converted into the Per Share Stock Consideration "Shares") will no longer be outstanding and will automatically be canceled and retired and will cease to exist as of the Effective Timeexist, and each certificate (each, a “Certificate”) certificates previously representing evidencing any such shares of FENB Common Stock Shares (each a "Certificate") 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 receive, upon the surrender of such Certificates according to Certificate in accordance with the provisions of Section 3.2 2.2, the number of Shares represented by such Certificate multiplied by (i) the Reorganization Agreement, without any interest thereon.
Stock Merger Consideration plus (dii) Dissenting Shares the Cash Merger Consideration. A holder of more than one Certificate will not be converted as described in Section 5(c), but from and after the Effective Time will represent only have the right to receive the Stock Merger Consideration and the Cash Merger Consideration multiplied by the number of Shares represented by all such value Certificates (the "Exchange Merger Consideration"). The holders of all Certificates may allocate the Stock Merger Consideration and Cash Merger Consideration disproportionately among all such holders; provided, however, that (i) a Schedule 2.1 setting forth the allocation of Stock Merger Consideration and Cash Merger Consideration among the holders of all Certificates is completed and consented to in writing by all such holders contemporaneously with the execution and delivery of this Agreement, all in such form as may be determined under Chapter 13 required by VIALOG; (ii) for each Share, the total of (A) the allocated Stock Merger Consideration multiplied by the Offering Price, plus (B) the allocated Cash Merger Consideration, must equal the Merger Consideration, (iii) the total allocation of the Code.
Stock Merger Consideration must equal the Aggregate Stock Merger Consideration, and (eiv) Excluded the total allocation of the Cash Merger Consideration must equal the Aggregate Cash Merger Consideration. Any such election to allocate the Stock Merger Consideration and Cash Merger Consideration disproportionately may not thereafter be withdrawn or amended. The holders of Certificates previously evidencing 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right will cease to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the have any rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, such Shares except as otherwise provided in this Agreement or by Applicable Law.
(b) Each Share held in the treasury of the FENB Preferred Stock Company or by any direct or indirect wholly-owned Subsidiary of the Company immediately prior to the Effective TimeTime will automatically be canceled and extinguished without conversion, taken as a whole (the “Preferred Stock Merger Consideration”)and no payment will be made with respect to such Share.
(gc) At Each share of common stock of VIALOG Merger Subsidiary outstanding immediately prior to the Effective Time, the stock transfer books of FENB Time will be closedconverted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and will constitute the only outstanding shares of capital stock of the Surviving Corporation.
(d) In lieu of issuing fractional shares, VIALOG may convert a holder's right to receive shares of VIALOG Stock pursuant to Section 2.1(a) into a right to receive the highest whole number of shares of VIALOG Stock constituting the non-cash portion of the Exchange Merger Consideration plus cash equal to the fraction of a share of VIALOG Stock to which the holder would otherwise be entitled multiplied by the Offering Price, and no transfer the Exchange Merger Consideration to which a holder is entitled will be deemed to be such number of FENB Common shares of VIALOG Stock theretofore outstanding will thereafter be madeplus such cash plus the cash portion of the Exchange Merger Consideration.
Appears in 1 contract
Conversion of Securities. In and At the Effective Time, 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:
(ai) At the Effective Time, each issued and outstanding Each share of CUNB PEC 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall and each share subject to an outstanding option or warrant of PEC (the "PEC Options") be converted automatically into and shall thereafter represent the right to receive one share DATAMETRICS Warrants to purchase, at a price of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value $.07 per share, DATMETRICS Common Stock for a period of 10 years. Following such conversion, the stockholders and option holders of PEC immediately preceding the Effective Time (as set forth on Schedule 1 annexed hereto) shall own in the aggregate, Warrants to purchase up to 30,000,000 shares of DATAMETRICS Common Stock immediately following the Effective Time, without giving effect to the proposed one-for-twenty reverse stock split of DATAMETRICS common stock. The Warrants shall be distributed pro-rata to the stockholders and option holders of PEC in accordance with a liquidation preference their respective holdings as set forth on Schedule 1. A form of $1,000.00 per share the Warrant is attached as hereto as Exhibit A.
(ii) As soon as reasonably practicable after the Effective Time, DATAMETRICS will mail to each holder of record of PEC Common Stock and otherwise having PEC Options (collectively the "PEC Certificates") instructions to effect the surrender of the PEC Certificates in exchange for the DATAMETRICS Warrants. Upon surrender of PEC Certificates for cancellation to DATAMETRICS, properly endorsed for transfer, the holder of such other rights, preferences, privilegesPEC Certificate shall be entitled to DATAMETRICS Warrants which such holder has the right to receive in accordance with Section 1(e), and voting powersthe PEC Certificate so surrendered shall be cancelled. Until so surrendered, and limitations and restrictions thereofeach outstanding PEC Certificate that, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Effective Time, taken as a whole (the “Preferred represented shares of PEC Common Stock Merger Consideration”).
(g) At and PEC Options will be deemed from and after the Effective Time, for all corporate purposes, other than the stock transfer books payment of FENB will be closeddividends, and no transfer to evidence only the ownership of FENB the number of DATAMETRICS Warrants into which such shares of PEC Common Stock theretofore outstanding will thereafter be madeand PEC Options shall have been so converted.
Appears in 1 contract
Sources: Merger Agreement (Datametrics Corp)
Conversion of Securities. In (a) Immediately prior to the Merger Effective Time, each share of SPAC Class B Common Stock issued and outstanding immediately prior to the Merger Effective Time shall automatically be converted into and exchanged for a number of validly issued, fully paid and nonassessable shares of SPAC Class A Common Stock equal to the Class B Conversion Ratio (the “SPAC Class B Conversion”);
(b) At the Merger Effective Time, immediately following the SPAC Class B Conversion, by virtue of the MergerMerger and the Holdco Requisite Approvals, subject to the shares of CUNB Common StockThird Holdco Auditor Report, CUB Stock and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBSPAC, CUB and FENBMerger Sub, Holdco or the Company or the holders of any holder of FENB Common Stock as followsthe following securities:
(ai) 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 SPAC Class A Common Stock issued and outstanding immediately before the Effective Time (other than shares SPAC Class A Common Stock held in trust accountstreasury by SPAC (each, managed accounts and the likean “Excluded Share” and, 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Merger Effective Time shall automatically be exchanged with Holdco for one Holdco Ordinary Share, in accordance with Section 251(b)(5) of the DGCL (which exchange for purposes of the 1915 Law shall include, for the avoidance of doubt, a contribution-in-kind of such shares of SPAC Class A Common Stock from the holders of SPAC Class A Common Stock to Holdco), against issue of seventy two million three hundred forty three thousand seven hundred fifty (72,343,750) shares of validly issued, fully paid and nonassessable Holdco Ordinary Shares (the “Holdco Ordinary Shares Merger Issuance”), following a share capital increase realized by Holdco by virtue of the Merger, to be subscribed by the contributing holders of SPAC Class A Common Stock (the “Merger Consideration”), which Holdco Ordinary Shares Holdco shall cause to be delivered in accordance with its obligations set forth in Section 3.03;
(ii) upon the Holdco Ordinary Shares Merger Issuance, all shares of SPAC Class A Common Stock (other than the Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist and (A) each certificate formerly representing shares of SPAC Class A Common Stock (other than Excluded Shares) and (B) each book-entry account formerly representing any uncertificated shares of SPAC Class A Common Stock (other than Excluded Shares) shall thereafter, in case of both (A) and (B), only represent the Merger Consideration and the right, if any, to receive pursuant to Section 3.03(e) cash in lieu of fractional shares into which such shares of SPAC Class A Common Stock have been exchanged (and contributed-in-kind) pursuant to this Section 3.02 and any distribution or dividend pursuant to Section 3.03(c);
(iii) each Excluded Share shall, by virtue of the Merger and without any further action on the part of SPAC, Merger Sub, Holdco or the Company or the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist; and
(iv) each share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Merger Effective Time shall be converted automatically into and shall thereafter represent the right to receive exchanged for one (1) validly issued, fully paid and nonassessable share of preferred stock of CUNB (the “CUNB Preferred Stock”)common stock, which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value $0.01 per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Effective Time, taken as a whole (the “Preferred Stock Merger Consideration”)Surviving Corporation.
(g) At the Effective Time, the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be made.
Appears in 1 contract
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 Subject to and upon compliance with the Effective Timeprovisions of this Section 7, each issued at the option of the holder thereof, any outstanding Registered Security or Bearer Security or, in the case of any outstanding Registered Security or Bearer Security of a denomination other than $1,000, any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000, may be converted into shares of the Company's common stock, par value $.10 per share ("Common Stock"), issuable upon conversion of the Securities, at the principal amount thereof, or of such portion thereof, into fully paid and outstanding share nonassessable shares of CUNB Common Stock shall not ("Conversion Shares") as set forth in the Registered Securities and Bearer Securities. Such Registered Securities or Bearer Securities may be changed converted on or converted as a result after the date which is the later of: (i) the Exchange Date, and (ii) the date 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 effectiveness of the Merger but Registration Statement to be filed by the Company under the Securities Act relating to the Common Stock issuable upon conversion of the Restricted Securities (the "Registration Date"), and in any event prior to redemption or maturity. The right to convert Securities called for redemption will terminate at the close of business on the fifteenth day next preceding the date fixed for redemption (or if such date is not a Business Day, then the next succeeding Business Day), and will be lost if not exercised prior to that time. No payment or adjustment shall remain outstanding as shares be made upon any conversion on account of CUB Stock; and
(c) At any dividends on the Effective Time, each share of FENB Common Stock issued upon conversion. Accrued interest from the immediately preceding interest payment date until the conversion date (and outstanding immediately Additional Amounts, if any, thereon) will be paid to the holder, through the Paying Agent, in the same manner as payments of interest, within five Business 21PAGE Days after the conversion date, provided that if a Registered Security is converted after the close of business on a Record Date and before the Effective Time opening of business on the next succeeding interest payment date, accrued interest shall be paid on the next succeeding interest payment date to the person in whose name that Security is registered at the close of business on that Record Date. The price at which Conversion Shares shall be delivered upon conversion (other than herein called the "Conversion Price") shall be initially U.S. $12.10 per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in paragraphs (c)(i), (ii), (iii), (iv), (vi) and (vii) of Section 4 of the Registered Securities and Bearer Securities. In lieu of issuing shares held of Common Stock upon such conversion of the Securities, the Company may elect, in trust accountsits sole discretion, 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 to pay cash in respect of all or 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 portion of the shares of FENB Common Stock converted into otherwise issuable upon such conversion. The amount of cash to be so delivered shall be equal to the Per Share number of shares of Common Stock Consideration will no longer be outstanding as to which cash is being paid in lieu of issuance of shares of Common Stock multiplied by the Market Price of a share of Common Stock, subject to appropriate adjustment in the event the Conversion Price is adjusted as provided in the Definitive Securities. The Company shall inform each Conversion Agent and will automatically be canceled and retired and will cease to exist as Paying Agent 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 thereonMarket Price.
(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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Effective Time, taken as a whole (the “Preferred Stock Merger Consideration”).
(g) At the Effective Time, the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be made.
Appears in 1 contract
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNB, CUB and FENB, Merger Sub or any holder of FENB Common Stock as followsTeleChem:
(a) At the Effective Time, each issued and outstanding share The common stock 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;
TeleChem (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 TeleChem 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the number of fully paid, non assessable shares of Integrated Media Common Stock issuable to the persons set out in Exhibit A hereto (the “Exchange Ratio”).
(b) Shares of Integrated Media Common Stock to be issued to holders of TeleChem Shares pursuant to Section 2.06(a) is referred to as the “Merger Consideration.” If between the date of this Agreement and the Effective Time, any TeleChem Shares held by a TeleChem stockholder shall be transferred to TeleChem, the Merger Consideration shall be correspondingly adjusted to the extent appropriate to reflect such transfer of shares.
(c) In any event, if between the date of this Agreement and the Effective Time, the outstanding shares of Integrated Media Common Stock or TeleChem Shares shall have been changed into a different number of shares or a different class, by reason of any declared or completed stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to the extent appropriate to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. Upon surrender of the certificate(s) representing TeleChem Shares in accordance with Section 2.07, such holder of TeleChem Shares shall be entitled to receive the Merger Consideration.
(d) From and after the Effective Time, all TeleChem Shares shall no longer be outstanding and shall automatically into be canceled and retired and shall cease to exist, and each certificate previously representing any such interests shall thereafter represent the right to receive one share the Merger Consideration into which such TeleChem Shares were converted in the Merger, upon surrender of preferred stock the certificate(s) representing such interests in accordance with Section 2.07. Certificates previously representing shares of CUNB (the “CUNB Preferred Stock”), which TeleChem Shares shall be designated as Series A Non-Cumulative Perpetual Preferred Stockexchanged for the Merger Consideration upon the surrender of such certificates in accordance with the provisions of Section 2.07, no par value per sharewithout interest.
(e) Any TeleChem Shares owned by Integrated Media, with a liquidation preference Merger Sub or any direct or indirect wholly owned subsidiary of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock Integrated Media immediately prior to the Effective Time, taken as a whole (the “Preferred Stock Merger Consideration”)Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.
(gf) At Each share of common stock, par value $.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation at the Effective Time, and the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will Surviving Corporation thereafter be madeshall not have other equity securities.
Appears in 1 contract
Conversion of Securities. In and by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock and FENB Common Stock outstanding at At the Effective Time shall be converted of the Merger and without any further action on the part of CUNBCalypso, CUB and FENBMerger Sub, Media Depot or the holders of any holder of FENB Common Stock as followsthe securities of any of these corporations, each of the following will occur:
(ai) 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 The 3,500 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 Media Depot common stock issued and outstanding immediately before prior to the Effective Time (other than of the Merger, which amount includes any shares held in trust accounts, managed accounts to be issued by Media Depot prior to the Closing upon the conversion of certain outstanding options 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 warrants to acquire 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”)Calypso common stock, will be converted into the right to receive 1.3450 an aggregate of 3,500,000 shares of CUNB Common Stock in accordance with Calypso common stock. Accordingly, each one (1) share of Media Depot common stock is to be converted into the Reorganization Agreement right to receive one thousand (1,000) share of Calypso common stock (the “Per Share Stock ConsiderationConversion Ratio”). All No fraction of any share of Calypso common stock will be issued to any former holder of Media Depot common stock; rather, the number of shares of Calypso common stock otherwise issuable, if other than a whole number, will be rounded to the nearest whole number. The holders of such certificates previously evidencing shares of Media Depot common stock outstanding immediately prior to the Effective Time of the Merger will cease to have any rights with respect to such shares of FENB Common Stock converted into Media Depot’s common stock except as otherwise provided herein or by law.
(ii) Any shares of Media Depot capital stock held in the Per Share Stock Consideration will no longer be outstanding and treasury of Media Depot immediately prior to the Effective Time of the Merger will automatically be canceled and retired extinguished without any conversion thereof and no payment will cease to exist as be made with respect thereto. At the Effective Time of the Effective TimeMerger, the stock transfer books of Media Depot will be closed and each certificate (eachthereafter, a “Certificate”) previously representing there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of any such shares of FENB Common Stock will thereafter represent Media Depot common stock that were outstanding immediately prior to 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 Effective Time of the Reorganization Agreement, without any interest thereonMerger.
(diii) 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each Each share of FENB Preferred Stock common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent of the right to receive Merger will remain in existence as one share of preferred common stock of CUNB (the “CUNB Preferred Stock”)Surviving Corporation, which shall will be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference owned by Calypso.
(v) The 1,500,000 shares of $1,000.00 per share Calypso common stock issued and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately outstanding prior to the Effective Time, taken as a whole (the “Preferred Stock Merger Consideration”).
(g) At will remain issued and outstanding after the Effective Time, Time of the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be madeMerger.
Appears in 1 contract
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 Subject to, and immediately prior to, the Effective TimeInitial Closing, each issued and outstanding share of CUNB Common Stock shall not be changed or converted as a result Note Holder severally agrees to convert all of the Merger but shall remain outstanding as shares of CUNB Common Stock;
principal under such Note Holder’s Note (b) At the Effective Time“Principal Amount”), each issued and outstanding share of CUB Stock shall not be changed or converted as a result that portion of the Merger but shall remain outstanding accrued and unpaid interest as shares indicated on such Note Holder’s signature page hereto and calculated as 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 heldInitial Closing, directly or indirectly, by CUNB or FENB in respect into Shares at the rate of a debt previously contracted) $0.20 per Share (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 Conversion Shares”), will be converted into which is equal to the right to receive 1.3450 shares of CUNB Common Stock purchase price per Share for the investors in accordance with the Reorganization Agreement Financing (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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Effective Time, taken as a whole (the “Preferred Stock Merger ConsiderationOffering Price”).
(gb) At The Company agrees to pay to the Effective TimeNote Holders any portion of the accrued and unpaid interest under the Notes, calculated as of the Initial Closing, any such Note Holder did not agree to convert into Shares pursuant to Section 1.2(a) (the “Interest Payment”).
(c) Each Note Holder shall indicate on its signature page attached hereto as Annex A, whether such Note Holder is electing to receive either (i) a five-year warrant (the “Warrant”) to purchase that number of shares of Common Stock equal to the Principal Amount plus all accrued and unpaid interest divided by the Offering Price in substantially the form attached hereto as Exhibit A, which Warrant shall be exercisable at the Offering Price and shall include cashless exercise provisions commencing 18 months from the date of issuance of the Warrant if there is not at that time an effective registration statement covering the shares of Common Stock exercisable upon exercise of the Warrant, or (ii) that number of shares of Common Stock equal to the product arrived at by multiplying (x) the Principal Amount plus all accrued and unpaid interest divided by the Offering Price and (y) 0.33 (the “Option Shares”). Each Note Holder agrees that upon the conversion of its Note in accordance with this Section 1.2, the stock transfer books Note and all of FENB will the Company’s obligations thereunder shall be closeddeemed to have been satisfied in full and the Note shall be extinguished, the security interest granted to the Note Holder in the Note shall terminate and all rights to the collateral shall revert respectively to the Company and its wholly owned subsidiary, Mobivity, Inc. f/k/a CommerceTel, Inc. (the “Operating Sub”), and no transfer the Guaranty provided by the Operating Sub and its obligations thereunder shall terminate. Upon such termination, each Note Holder hereby authorizes the Company and the Operating Sub to file any UCC termination statements necessary to effect such termination, and each Note Holder hereby irrevocably appoints the Company as its attorney-in-fact (which appointment is coupled with an interest) and agrees that the Company and the Operating Sub may execute and file any documents or instruments, including any UCC termination statements necessary to effect such termination as they may determine in their sole discretion. The Company shall issue to the Note Holders (i) the Conversion Shares and (ii) the Warrants or the Option Shares, as applicable (collectively, along with the Conversion Shares, the “Securities”), and shall make the Interest Payments to the Note Holders within three (3) business days of FENB Common Stock theretofore outstanding will thereafter be madethe Initial Closing.
Appears in 1 contract
Sources: Convertible Secured Promissory Note Conversion Agreement (Mobivity Holdings Corp.)
Conversion of Securities. In and Pursuant to this Agreement, at the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNB, CUB Merger Sub and FENB, or any holder of FENB Common Stock as followsTarget:
(a) At the Effective Time, each issued and outstanding Each share of CUNB Common Stock shall not be changed or converted as a result common stock 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 Target (the “Per Share Stock ConsiderationTarget Common Stock”). All ) held in the treasury of the shares Target and each such share of FENB Target 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 owned by Merger Sub, Parent or any direct or indirect wholly-owned subsidiary of the Effective Time, and each certificate (each, a “Certificate”) previously representing any such shares Parent or 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding Merger Sub immediately prior to the Effective Time shall be converted automatically into cancelled and extinguished without any conversion thereof and no payment shall thereafter represent the right to receive one be made with respect thereto.
(b) Each share of preferred stock of CUNB (the “CUNB Preferred Stock”), Target Common Stock which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock is outstanding immediately prior to the Effective Time, taken other than those shares of Target Common Stock cancelled as a whole set forth in subsection (a) hereof, shall be converted into the right to receive shares of the Series B Convertible Preferred Stock of Parent (the “Preferred Stock Parent Merger ConsiderationStock”).
(g) At , as follows: at the Effective Time, the stock transfer books then-outstanding shares of FENB will be closed, and no transfer of FENB Target Common Stock theretofore outstanding will thereafter shall be made.exchanged, pro rata, for a total of 8,000 shares of Parent Merger Stock (these shares of Parent Merger Stock are referred to as the “Merger Shares”). The Merger Shares are referred to as the “Merger Consideration”.5 The Certificate of Designation of Parent’s Series B Convertible Preferred Stock is attached hereto as Exhibit A and made a part hereof. ____________ 5Parent, Merger Sub and Target understand and agree that the Series B Convertible Preferred Stock is being issued in lieu of shares of common stock of Parent, due to Parent’s existing lack of sufficient authorized shares of common stock to so issue the requisite number of shares. Parent, ▇▇▇▇▇▇ Sub and Target further understand and agree that, were there sufficient authorized shares of common stock of Parent available to be issued at the Closing hereunder, immediately following the Effective Time, the ownership of Parent’s common stock would be as follows:
Appears in 1 contract
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 Immediately prior to the Effective Time, each issued and outstanding share of CUNB Common Stock AppHarvest 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, cause each share of FENB Common AppHarvest Preferred Stock that is issued and outstanding immediately before prior to the Effective Time (other than shares held in trust accounts, managed accounts and the like, or otherwise held in to be automatically converted into a fiduciary or agency capacity, that are beneficially owned by third parties shares held, directly or indirectly, by CUNB or FENB in respect number of a debt previously contracted) (collectively, the “Excluded Shares”) and shares of FENB AppHarvest Common Stock that are held by holders at the then effective conversion rate as calculated pursuant to AppHarvest’s amended and restated certificate 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”)incorporation. All of the shares of FENB Common AppHarvest Preferred Stock converted into shares of AppHarvest Common Stock shall no longer be outstanding and shall cease to exist, and each holder of AppHarvest Preferred Stock shall thereafter cease to have any rights with respect to such securities. Immediately prior to the Per Share Effective Time, Novus shall assume the AppHarvest Interim Period Convertible Notes and cause the outstanding principal and unpaid accrued interest due on such AppHarvest Interim Period Convertible Notes outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Novus Common Stock Consideration at a purchase price of $9.50 per share, and such converted AppHarvest Interim Period Convertible Notes will no longer be outstanding and will automatically be canceled and retired and will cease to exist as exist. All of the AppHarvest Interim Period Convertible Notes converted into shares of Novus Common Stock shall no longer be outstanding and shall cease to exist, any liens securing obligations under the AppHarvest Interim Period Convertible Notes shall be released and each holder of AppHarvest Interim Period Convertible Notes shall thereafter cease to have any rights with respect to such securities. At the Effective Time, by virtue of the Merger and each certificate (eachwithout any action on the part of Novus, a “Certificate”) previously representing Merger Sub, AppHarvest or the holders of any such shares of FENB Common Stock AppHarvest’s securities: • Each AppHarvest Restricted Share will thereafter represent be cancelled and automatically converted into the right to receive the Per Share Stock Consideration as set forth in this Section 5(c). Certificates previously representing number of shares of FENB Novus Common Stock will equal to the Exchange Ratio; provided, however, that each share of Novus Common Stock issued in exchange for AppHarvest Restricted Shares shall be exchanged for subject to the Per Share Stock Consideration upon the surrender terms and conditions giving rise to a substantial risk of forfeiture that applied to such Certificates according AppHarvest Restricted Shares immediately prior 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 to the right to receive extent consistent with the terms of such value as may be determined under Chapter 13 AppHarvest Restricted Shares; • All shares of AppHarvest Common Stock and AppHarvest Preferred Stock held in the Code.
(e) Excluded Shares will not be converted as described in Section 5(c), but from and after the Effective Time treasury of AppHarvest shall be canceled and shall cease to exist without any conversion thereof and no shares of CUNB Common Stock payment or distribution shall be delivered in exchange therefor.
(f) At the Effective Time, each made with respect thereto; • Each share of FENB Preferred Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right to receive exchanged for one validly issued, fully paid and nonassessable share of preferred stock of CUNB (the “CUNB Preferred Stock”)common stock, which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value $0.001 per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock Surviving Corporation; • Each AppHarvest Option that is outstanding immediately prior to the Effective Time, taken whether vested or unvested, shall be converted into Exchanged Option equal to the product (rounded down to the nearest whole number) of (x) the number of shares of AppHarvest Common Stock subject to such AppHarvest Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such AppHarvest Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Novus Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Novus Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as a whole (are necessary in order to satisfy the “Preferred Stock Merger Consideration”).
(grequirements of Section 424(a) At of the Code; provided, that, except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former AppHarvest Option immediately prior to the Effective Time; • Each AppHarvest RSU that is outstanding immediately prior to the Effective Time shall be assumed by Novus and converted into a Converted RSU Award. Each Converted RSU Award will represent the right to acquire that number of shares of Novus Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of AppHarvest Common Stock subject to the AppHarvest RSU award immediately before the Effective Time and (2) the Exchange Ratio; provided, that, except as specifically provided above, following the Effective Time, each Converted RSU Award shall continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the corresponding former AppHarvest RSU award immediately prior to the Effective Time; and • No certificates or scrip or shares representing fractional shares of Novus Common Stock shall be issued upon the exchange of AppHarvest Common Stock and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Novus or a holder of shares of Novus Common Stock. In lieu of any fractional share of Novus Common Stock to which each holder of AppHarvest Common Stock would otherwise be entitled, the fractional share shall be rounded up or down to the nearest whole share of Novus Common Stock, with a fraction of 0.5 rounded up. No cash settlements shall be made with respect to fractional shares eliminated by rounding. Additionally, at the Closing, an aggregate of 37,500,000 shares of Novus common stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be madeissued in connection with the PIPE.
Appears in 1 contract
Sources: Business Combination Agreement
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Mergers and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBthe UGH Partners, CUB and FENBTexas LP Merger Sub, Delaware LLP Merger Sub or any holder of FENB Common Stock as followsthe UGH Partnerships:
(a) At The UGH Partners interest in 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 UGH Partnerships (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 “CertificateUGH Partnership Interests”) 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the number of fully paid, non-assessable shares of SeaBridge Common Stock issuable to the Persons set out in Exhibit A hereto.
(b) Shares of SeaBridge Common Stock to be issued to holders of UGH Partnership Interests pursuant to Section 2.06(a) are referred to as the “Merger Consideration.”
(c) In any event, if between the date of this Reorganization Agreement and the Effective Time, the outstanding shares of SeaBridge Common Stock or UGH Partnership Interests shall have been changed into a different number of shares or interests or a different class, by reason of any declared or completed dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or interests, the Merger Consideration shall be correspondingly adjusted to the extent appropriate to reflect such dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. Upon surrender of the UGH Partnership Interests in accordance with Section 2.07, such holder of UGH Partnership Interests shall be entitled to receive the Merger Consideration.
(d) From and after the Effective Time, all UGH Partnership Interests shall no longer be outstanding and shall automatically into be canceled and retired and shall cease to exist, and all writings previously representing any such interests shall thereafter represent the right to receive one share the Merger Consideration into which such UGH Partnership Interests were converted in the Mergers upon surrender of preferred stock such interests in accordance with Section 2.07.
(e) Any UGH Partnership Interests owned by SeaBridge, Texas LP Merger Sub, Delaware LLP Merger Sub or any direct or indirect wholly owned subsidiary of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock SeaBridge immediately prior to the Effective Time, taken as a whole Time shall be canceled and extinguished without any conversion thereof and no payment shall be
(the “Preferred Stock Merger Consideration”)f) made with respect thereto.
(g) At Each partnership interest of Delaware LLP Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued partnership interest of the Surviving Delaware Partnership at the Effective Time, and the stock transfer books Surviving Delaware Partnership thereafter shall not have other equity securities.
(h) Each partnership interest of FENB Texas LP Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued partnership interest of the Surviving Texas Partnership at the Effective Time, and the Surviving Texas Partnership thereafter shall not have other equity securities.
(i) In addition to the shares of SeaBridge Common Stock to be issued to holders of UGH Partnership Interests pursuant to Section 2.06(a), SeaBridge will enter into an agreement with each UGH Partner to register up to 20% of the UGH Partner’s shares of SeaBridge Common Stock in the event SeaBridge undertakes an underwritten public offering of its common stock. The agreement between SeaBridge and each UGH Partner will be closed, and no transfer substantially in the form of FENB Common Stock theretofore outstanding will thereafter be madeagreement attached as Exhibit G (“Registration Rights Agreement”).
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Seabridge Freight Corp.)
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, by virtue of the Merger and without any action on the part of Parent Sub, the Company or the holders of any of the following securities, each share of the Company's common stock, no par value per share ("COMPANY COMMON STOCK"), issued and outstanding share immediately prior to the Effective Time, excluding any treasury shares held by the Company, shares held by Parent and the Dissenting Shares, if any, shall be converted into the right to receive that number of CUNB Common Stock shall not be changed or converted as a result of the Merger but shall remain outstanding as fully paid, nonassessable shares of CUNB Common Stock;Parent's common stock, par value $0.001 per share ("PARENT COMMON STOCK"), equal to the Exchange Ratio, subject to adjustment as set forth in Section 2.01(b) and subject to pro rata withholding of shares to be held in escrow pursuant to Section 5.05.
(b) At If between the date of this Agreement and the Effective Time, each issued and Time the outstanding share shares of CUB Parent Common Stock or Company Common Stock shall not be have been changed or converted as into a result different number of the Merger but shall remain outstanding as shares of CUB Stock; anda different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.
(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 all of the shares of FENB Company Common Stock converted into the Per Share Stock Consideration will shall no longer be outstanding and will shall automatically be canceled and retired and will shall cease to exist as of the Effective TimeTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED exist, and each certificate (each, a “Certificate”) Certificate previously representing evidencing any such shares of FENB Common Stock will shall 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 the Merger Consideration (as may be determined under Chapter 13 of the Code.
(e) Excluded Shares will not be converted as described defined in Section 5(c2.02(b), but from and after the Effective Time shall be canceled and shall cease to exist and no ). The holders of such Certificates previously evidencing such shares of CUNB Company Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right cease to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the have any rights (including with respect to dividends)such shares of Company Common Stock, privileges except as otherwise provided herein or by Law. Such Certificates previously evidencing shares of Company Common Stock shall be exchanged for certificates evidencing whole shares of Parent Common Stock issued in consideration therefor in accordance with the allocation procedures of this Section 2.01 and voting powersupon the surrender of such Certificates in accordance with the provisions of Section 2.02. No fractional shares of Parent Common Stock shall be issued, and limitations and restrictions and, in lieu thereof, a cash payment shall be made pursuant to Section 2.02(e).
(d) Each share of Company Common Stock held in the treasury of the FENB Preferred Company and each share of Company Common Stock owned by Parent or any direct or indirect wholly-owned Subsidiary of Parent or of the Company, if any, immediately prior to the Effective Time, taken as a whole (the “Preferred Stock Merger Consideration”).
(g) At the Effective Time, the stock transfer books of FENB will Time shall be closed, canceled and extinguished without any conversion thereof and no transfer of FENB Common Stock theretofore outstanding will thereafter payment shall be mademade with respect thereto.
Appears in 1 contract
Sources: Merger Agreement (Daou Systems Inc)
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock ------------------------ Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBVIALOG Merger Subsidiary, CUB and FENB, the Company or the holders of any holder of FENB Common Stock as followsthe following securities:
(a) At Each share of common stock, no par value of the Effective Time, each Company (the "Company Stock") issued and outstanding share of CUNB Common Stock shall not be changed or converted as a result of issuable upon the Merger but shall remain election to exercise or convert outstanding as shares of CUNB Common Stock;
(b) At the Effective Time, each issued Option Securities 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 Convertible Securities immediately before prior to 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 any shares of FENB Common Company Stock that are held by holders of the FENB Common Stock who perfect their dissenters’ rights under Chapter 13 of the Codeto be canceled pursuant to Section 2.1(b)) (herein referred to as “Dissenting Shares”), will be converted into the right to receive 1.3450 shares of CUNB Common VIALOG Stock in accordance (the "Stock Merger Consideration") and cash (the "Cash Merger Consideration") (together with the Reorganization Agreement Stock Merger Consideration, the "Merger Consideration") pursuant to the following formula: Aggregate Merger Consideration = $4,600,000 Aggregate Stock Merger Consideration = 83,078 shares Aggregate Cash Merger Consideration = $3,644,603 Merger Consideration = Aggregate Merger Consideration ------------------------------ Aggregate Equity Stock Merger Consideration = Aggregate Stock Merger Consideration ------------------------------------ Aggregate Equity Cash Merger Consideration = Aggregate Cash Merger Consideration ----------------------------------- Aggregate Equity At the Effective Time, all issued and outstanding shares of Company Stock (the “Per Share Stock Consideration”). All of the shares of FENB Common Stock converted into the Per Share Stock Consideration "Shares") will no longer be outstanding and will automatically be canceled and retired and will cease to exist as of the Effective Timeexist, and each certificate (each, a “Certificate”) certificates previously representing evidencing any such shares of FENB Common Stock Shares (each a "Certificate") 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 receive, upon the surrender of such Certificates according to Certificate in accordance with the provisions of Section 3.2 2.2, the number of Shares represented by such Certificate multiplied by (i) the Reorganization Agreement, without any interest thereon.
Stock Merger Consideration plus (dii) Dissenting Shares the Cash Merger Consideration. A holder of more than one Certificate will not be converted as described in Section 5(c), but from and after the Effective Time will represent only have the right to receive the Stock Merger Consideration and the Cash Merger Consideration multiplied by the number of Shares represented by all such value Certificates (the "Exchange Merger Consideration"). The holders of all Certificates may allocate the Stock Merger Consideration and Cash Merger Consideration disproportionately among all such holders; provided, however, that (i) a Schedule 2.1 setting forth the allocation of Stock Merger Consideration and Cash Merger Consideration among the holders of all Certificates is completed and consented to in writing by all such holders contemporaneously with the execution and delivery of this Agreement, all in such form as may be determined under Chapter 13 required by VIALOG; (ii) for each Share, the total of (A) the allocated Stock Merger Consideration multiplied by the Offering Price, plus (B) the allocated Cash Merger Consideration, must equal the Merger Consideration, (iii) the total allocation of the Code.
Stock Merger Consideration must equal the Aggregate Stock Merger Consideration, and (eiv) Excluded the total allocation of the Cash Merger Consideration must equal the Aggregate Cash Merger Consideration. Any such election to allocate the Stock Merger Consideration and Cash Merger Consideration disproportionately may not thereafter be withdrawn or amended. The holders of Certificates previously evidencing 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right will cease to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the have any rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, such Shares except as otherwise provided in this Agreement or by Applicable Law.
(b) Each Share held in the treasury of the FENB Preferred Stock Company or by any direct or indirect wholly-owned Subsidiary of the Company immediately prior to the Effective TimeTime will automatically be canceled and extinguished without conversion, taken as a whole (the “Preferred Stock Merger Consideration”)and no payment will be made with respect to such Share.
(gc) At Each share of common stock of VIALOG Merger Subsidiary outstanding immediately prior to the Effective Time will be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and will constitute the only outstanding shares of capital stock of the Surviving Corporation.
(d) In lieu of issuing fractional shares, VIALOG may convert a holder's right to receive shares of VIALOG Stock pursuant to Section 2.1(a) into a right to receive the highest whole number of shares of VIALOG Stock constituting the non-cash portion of the Exchange Merger Consideration plus cash equal to the fraction of a share of VIALOG Stock to which the holder would otherwise be entitled multiplied by the Offering Price, and the Exchange Merger Consideration to which a holder is entitled will be deemed to be such number of shares of VIALOG Stock plus such cash plus the cash portion of the Exchange Merger Consideration.
(e) If a dividend is declared upon the VIALOG Stock payable in VIALOG Stock between the date hereof and the Effective Time, then the stock transfer books shares of FENB VIALOG Stock the holder has the right to receive pursuant to Section 2.1
(a) will be closedincreased proportionately. If the outstanding VIALOG Stock is changed into or exchanged for a different number or class of shares of stock of VIALOG or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation, then there shall be substituted for each such share of VIALOG Stock the holder has the right to receive pursuant to Section 2.1
(a) the number and no transfer class of FENB Common shares of VIALOG Stock theretofore into which each outstanding will thereafter be madeshare of VIALOG Stock is so changed or exchanged.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Call Points Inc)
Conversion of Securities. In and (a) At the Initial Merger Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Initial Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNB, CUB and FENB, any Party or any holder of FENB Common Stock as followsother person:
(ai) At the Effective Time, each issued and outstanding share Ordinary 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 Holdings issued and outstanding immediately before prior to the Initial Merger 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 shall 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 redeemed 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.par value;
(dii) Dissenting Shares will not be converted as described in Section 5(c), but from each SPAC Class A Ordinary Share and after SPAC Founders Share issued and outstanding immediately prior to 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 Initial Merger Effective Time shall be canceled and shall cease to exist and no shares of CUNB Common Stock shall be delivered in exchange therefor.converted into one Surviving Company Class A Ordinary Share;
(fiii) At each SPAC Cayman Warrant, to the extent then outstanding and unexercised immediately prior to the Initial Merger Effective Time, shall automatically, without any action on the part of the holder thereof, be assumed by the Surviving Company and converted into a warrant to acquire one Surviving Company Class A Ordinary Share, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former SPAC Cayman Warrant immediately prior to the Initial Merger Effective Time, taking into account any changes thereto by reason of this Agreement or the Transactions (each share such resulting warrant, an “Assumed SPAC Warrant”). The Surviving Company shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of FENB Preferred Stock the Assumed SPAC Warrants remain outstanding, a sufficient number of Surviving Company Class A Ordinary Shares for delivery upon the exercise of such Assumed SPAC Warrants;
(iv) each of the SPAC Class A Ordinary Shares and SPAC Founders Shares that is issued and outstanding immediately prior to the Effective Time and held by shareholders of SPAC who have demanded properly in writing dissenters’ rights for such SPAC Class A Ordinary Shares or SPAC Founders Shares, as applicable, shall be converted automatically into cancelled and shall thereafter represent cease to exist in consideration for the right to receive one share payment of preferred stock of CUNB such SPAC Class A Ordinary Shares or SPAC Founders Share as provided in Section 3.06(a).
(b) On the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share Closing Date and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Acquisition Merger Effective Time, taken each Company Preferred Share that is issued and outstanding immediately prior to the Acquisition Merger Effective Time shall be cancelled in exchange for the right to receive a number of validly issued, fully paid and non-assessable Company Ordinary Shares at the then effective conversion rate as a whole calculated pursuant to Articles 16 and 17 of the sixth amended and restated articles of associations of the Company (the “Conversion”). After the Conversion, all of the Company Preferred Stock Shares shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Shares shall thereafter cease to have any rights with respect to such securities; and
(c) At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of any Party or any other person:
(i) each Company Ordinary Share that is (x) issued and outstanding and (y) held in the Company’s treasury immediately prior to the Acquisition Merger Effective Time and after the Conversion (other than any Excluded Shares and Founder Shares) shall be cancelled in exchange for the right to receive the number of Surviving Company Class A Ordinary Shares based on the applicable Per Share Merger Consideration”)., and from and after the Acquisition Merger Effective Time, all such Company Ordinary Shares shall no longer be issued and outstanding and shall be cancelled and cease to exist, and each holder of Company Ordinary Shares (other than any Excluded Shares and Founder Shares) that were issued and outstanding immediately prior to the Acquisition Merger Effective Time shall thereafter cease to have any rights with respect to such Company Ordinary Shares, except as expressly provided herein;
(gii) At each Founder Share that is issued and outstanding immediately prior to the Acquisition Merger Effective Time shall be cancelled in exchange for the right to receive the number of Surviving Company Class B Ordinary Shares based on the applicable Per Share Merger Consideration, and from and after the Acquisition Merger Effective Time and from and after the Effective Time, the stock transfer books of FENB will all such Founder Shares shall no longer be closedissued and outstanding and shall be cancelled and cease to exist, and no transfer each holder of FENB Common Stock theretofore Founder Shares that were issued and outstanding will immediately prior to the Acquisition Merger Effective Time shall thereafter cease to have any rights with respect to such Founder Shares, except as expressly provided herein;
(iii) each Company Ordinary Share owned by Holdings and Merger Sub or any other wholly-owned subsidiary of Holdings or Merger Sub immediately prior to the Acquisition Merger Effective Time (each an “Excluded Share”), shall be madeautomatically cancelled, surrendered (if applicable) and extinguished without any conversion thereof or payment therefor;
(iv) the Company Warrant, to the extent then outstanding and unexercised immediately prior to the Acquisition Merger Effective Time, shall automatically, without any action on the part of the holder thereof, be assumed by the Surviving Company and converted into a warrant to acquire one Surviving Company Class A Ordinary Share, subject to the same terms and conditions (including exercisability terms) as were applicable to the Company Warrant immediately prior to the Acquisition Merger Effective Time, taking into account any changes thereto by reason of this Agreement or the Transactions (each such resulting warrant, an “Assumed Company Warrant”). The Surviving Company shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as the Assumed Company Warrant remain outstanding, a sufficient number of Surviving Company Class A Ordinary Shares for delivery upon the exercise of such Assumed Company Warrant;
(v) each Company Option to purchase one Company Ordinary Share that is outstanding and unexercised as of immediately prior to the Acquisition Merger Effective Time, whether or not vested, shall be assumed and converted into an option to purchase such Surviving Company Class A Ordinary Shares based on applicable Per Share Merger Consideration (such option, an “Exchanged Option”), at an exercise price per share equal to (A) the exercise price per share of such Company Option immediately prior to the Acquisition Merger Effective Time, divided by (B) the Per Share Merger Consideration; provided, however, that the exercise price and the number of shares of Surviving Company Class A Ordinary Shares purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Surviving Company Class A Ordinary Shares purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, each Exchanged Option shall be subject to the same terms and conditions (including applicable vesting, acceleration, expiration and forfeiture provisions) that applied to the corresponding Company Option immediately prior to the Acquisition Merger Effective Time.
(vi) Each Company Restricted Share that is outstanding immediately prior to the Acquisition Merger Effective Time shall be assumed and converted into such number of Surviving Company Class A Ordinary Shares based on applicable Per Share Merger Consideration (such restricted shares, “Exchanged Restricted Shares”). Except as specifically provided above, the Exchanged Restricted Shares shall be subject to the same terms and conditions (including applicable vesting, acceleration, expiration and forfeiture provisions) that applied to the corresponding Company Restricted Shares immediately prior to the Acquisition Merger Effective Time.
(vii) each of the Company Capital Shares that is issued and outstanding immediately prior to the Initial Effective Time and held by shareholders of the Company who have demanded properly in writing dissenters’ rights for such Company Capital Shares shall be cancelled and cease to exist in consideration for the right to receive payment of such Company Capital Shares as provided in Section 3.05(b); and
(viii) each ordinary share of Merger Sub that is issued and outstanding immediately prior to the Acquisition Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share of the Surviving Subsidiary Company. Such ordinary shares of the Surviving Subsidiary Company shall have the same rights, powers and privileges as the ordinary shares of Merger Sub so converted and shall constitute the only issued and outstanding share capital of the Surviving Subsidiary Company.
Appears in 1 contract
Sources: Business Combination Agreement (Prime Impact Acquisition I)
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBMerger Sub, CUB and FENB, Tamarack or the holders of any holder of FENB Common Stock as followsthe following securities:
(a) At Each share of Common Stock, no par value, of Tamarack (the Effective Time, each "Tamarack Common Stock") issued and outstanding share immediately prior to the Effective Time shall, by virtue of CUNB the Merger and without any action on the part of the holders thereof, automatically be canceled and extinguished and the total number of outstanding shares of Tamarack Common Stock shall not be changed or converted into and become a right to receive 731,621 shares of Common Stock, $0.01 par value per share, of SuperShuttle (the "SuperShuttle Common Stock") (the "Exchange Ratio"), payable to the Shareholders pro rata to their Tamarack Common Stock ownership as a result reflected on Schedule 1. The aggregate number of shares of SuperShuttle Common Stock to be issued in order to give effect to this provision will represent approximately eleven percent (11%) of the Merger but shall remain total number of outstanding as shares of CUNB SuperShuttle Common Stock;Stock when issued.
(b) At the Effective Time, each issued and outstanding Each 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 Tamarack 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time and held in the treasury of Tamarack shall automatically be canceled and extinguished and no payment shall be made with respect thereto.
(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 automatically be converted automatically into and shall thereafter represent the right to receive become one validly issued, fully paid and nonassessable share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Common Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such other rightsshares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
(d) The Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, preferencesreverse split, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights stock dividend (including any dividend or distribution of securities convertible into SuperShuttle Common Stock or Tamarack Common Stock), reorganization, recapitalization or other like change with respect to dividends), privileges SuperShuttle Common Stock or Tamarack Common Stock occurring after the date hereof and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock immediately prior to the Effective Time, taken as a whole (but shall not be adjusted for the “Preferred Stock Merger Consideration”)exercise or conversion of any outstanding SuperShuttle securities convertible into SuperShuttle Common Stock.
(g) At the Effective Time, the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be made.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization and Merger (Supershuttle International Inc)
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, by virtue of the First Merger and without any action on the part of Apex, First Merger Sub, the Company or the holders of any of the following securities:
(i) each issued Company Preferred Stock Converted Share (other than any Dissenting Shares), shall be canceled and outstanding share converted into the right to receive the following: (x) the number of CUNB shares of Apex Common Stock shall not be changed or converted as a result equal to the Per Share Preferred Stock Consideration; (y) an amount in cash equal to the Per Share Preferred Cash Consideration; and (z) the number of the Merger but shall remain outstanding as shares of CUNB Apex Common StockStock equal to the Per Share Contingent Consideration (if any);
(bii) 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 Company Common Stock issued and outstanding immediately before prior to the Effective Time (other than shares held excluding any Dissenting Shares and Named Executive Shares which shall be treated in trust accounts, managed accounts accordance with Section 3.05 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 terms of the FENB Common Stock who perfect their dissenters’ rights under Chapter 13 of the CodeNamed Executive Equity Agreements respectively) (herein referred with respect to as “Dissenting Shares”), will which an Election has been made or deemed to be made pursuant to Section 3.02(c) shall be canceled and converted into the right to receive 1.3450 shares of CUNB Common Stock the following: (x) an amount in accordance with cash equal to (1) the Reorganization Agreement Per Share Amount, multiplied by (2) the applicable Election Percentage, without interest (the “Cash Election Consideration”) subject to withholding from the Final Cash Election Consideration payable to each Electing Stockholder such Election Holder’s PIPE Pro Rata Share of the Common Stockholder PIPE Fees; (y) the number of shares of Apex Common Stock equal to (1) (A) the Per Share Amount, multiplied by (B) the difference obtained by subtracting the applicable Election Percentage from one, divided by (2) $10.00 (the “Stock Election Consideration”). All ; provided that if the Aggregate Cash Election Amount prior to any adjustment pursuant to this proviso exceeds the Available Company Common Stock Cash Amount because of the Company Common Stock Cash Cutback, the applicable Election Percentage used to determine the Cash Election Consideration and the Stock Election Consideration shall be multiplied by the quotient of (a) the Available Company Common Stock Cash Amount, divided by (b) the Aggregate Cash Election Amount (the Cash Election Consideration and Stock Election Consideration following such adjustment (if any) is referred to as the “Final Cash Election Consideration” and the “Final Stock Election Consideration”); and (z) the number of shares of FENB Apex Common Stock converted into equal to the Per Share Contingent Consideration (if any);
(iii) all shares of Company Common Stock Consideration will no longer be outstanding and will automatically be canceled and retired and will cease to exist as Company Preferred Stock held in the treasury 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 Company or by Apex shall be canceled and shall cease to exist without any conversion thereof and no shares of CUNB Common Stock payment or distribution shall be delivered in exchange therefor.made with respect thereto;
(fiv) At the Effective Time, each share of FENB Preferred Stock common stock of First Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right to receive exchanged for one validly issued, fully paid and non-assessable share of preferred stock of CUNB (the “CUNB Preferred Stock”)common stock, which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value $0.001 per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock Surviving Corporation;
(v) each Named Executive Cash-Settled Option that is outstanding immediately prior to the Effective Time, taken as a whole shall be converted into the right to receive (A) an amount of cash equal to: the product of (1) the number of Named Executive Cash-Settled Options multiplied by (2) the Per Share Amount, minus (y) the aggregate exercise price attributable to such Named Executive Cash-Settled Options (the “Preferred Stock Named Executive Option-Based Cash Merger Consideration”).; and (B) the contingent right to receive a number of shares Contingent Consideration following the Closing in accordance with Section 3.03; and
(gvi) At each Company Option that is outstanding immediately prior to the Effective Time, whether vested or unvested (other than the stock transfer books Named Executive Cash-Settled Options and PRC Options), shall be converted into (1) an option to purchase a number of FENB shares of Apex Common Stock (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Apex Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code (to the extent applicable to an Exchanged Option); provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Apex Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code; provided, further, that, following the Effective Time, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time and (2) the Per Share Contingent Consideration multiplied by the number of shares of Company Common Stock into which such Company Option is exercisable immediately prior to the Effective Time, subject to Section 3.03(c) in respect of Unvested Exchanged Options. The PRC Options will not be continued or assumed by the Company, Apex or the Merger Subs as part of the Mergers. The cancelled PRC Options will be closedreplaced and substituted for as of the Effective Time with the award of a new stock option to purchase a number of shares of Apex Common Stock pursuant to Apex Equity Incentive Plan equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such PRC Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such PRC Option prior to the Effective Time divided by (B) the Exchange Ratio. The replacement stock options will be credited with vesting to the same extent as the existing PRC Options being replaced, and the new replacement awards will be subject to same vesting schedule and exercisability provisions. In other respects, the terms and conditions of the replacement stock options will be as set forth in the new equity incentive plan and form of option agreement. In no transfer event shall the aggregate amount of FENB consideration payable pursuant to Section 3.01(a) and the Named Executive Equity Agreements exceed the amount of the Gross Merger Consideration.
(b) In connection with the assumption of the Exchanged Options pursuant to Section 3.01(a), Apex may assume the Company Option Plan as of the Effective Time with respect to the Aggregate Option Consideration. Prior to the Effective Time, Apex and the Company, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this Section 3.01, or to cause any disposition or acquisition of equity securities of Apex pursuant to this Section 3.01 by each individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to Apex or who will (or is reasonably expected to) become subject to such reporting requirements with respect to Apex to be exempt under Rule 16b-3 under the Exchange Act. Apex shall use commercially reasonable efforts to prepare and file with the SEC, as soon as reasonably practicable, and in any event not more than 60 days following the Closing Date, a Form S-8 (or any successor form) registering the shares of Apex Common Stock theretofore subject to such Exchanged Options and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such awards remain outstanding.
(c) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Apex, Second Merger Sub, the Surviving Corporation or the holders of any of the following securities, each share of common stock of the Surviving Corporation issued and outstanding will thereafter immediately prior to the Second Effective Time shall be madeconverted into and become one newly issued, fully paid and non-assessable common membership unit of the Surviving Entity.
Appears in 1 contract
Sources: Business Combination Agreement (Apex Technology Acquisition Corp)
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock ------------------------ Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBVIALOG Merger Subsidiary, CUB and FENB, the Company or the holders of any holder of FENB Common Stock as followsthe following securities:
(a) At Each share of common stock, no par value of the Effective Time, each Company (the "Company Stock") issued and outstanding share of CUNB Common Stock shall not be changed or converted as a result of issuable upon the Merger but shall remain election to exercise or convert outstanding as shares of CUNB Common Stock;
(b) At the Effective Time, each issued Option Securities 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 Convertible Securities immediately before prior to 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 any shares of FENB Common Company Stock that are held by holders of the FENB Common Stock who perfect their dissenters’ rights under Chapter 13 of the Codeto be canceled pursuant to Section 2.1(b)) (herein referred to as “Dissenting Shares”), will be converted into the right to receive 1.3450 shares of CUNB Common VIALOG Stock in accordance (the "Stock Merger Consideration") and cash (the "Cash Merger Consideration") (together with the Reorganization Agreement Stock Merger Consideration, the "Merger Consideration") pursuant to the following formula: Aggregate Merger Consideration = $2,800,000 Aggregate Stock Merger Consideration = 133,913 shares Aggregate Cash Merger Consideration = $1,260,001 Merger Consideration = Aggregate Merger Consideration ------------------------------ Aggregate Equity Stock Merger Consideration = Aggregate Stock Merger Consideration ------------------------------------ Aggregate Equity Cash Merger Consideration = Aggregate Cash Merger Consideration ----------------------------------- Aggregate Equity At the Effective Time, all issued and outstanding shares of Company Stock (the “Per Share Stock Consideration”). All of the shares of FENB Common Stock converted into the Per Share Stock Consideration "Shares") will no longer be outstanding and will automatically be canceled and retired and will cease to exist as of the Effective Timeexist, and each certificate (each, a “Certificate”) certificates previously representing evidencing any such shares of FENB Common Stock Shares (each a "Certificate") 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 receive, upon the surrender of such Certificates according to Certificate in accordance with the provisions of Section 3.2 2.2, the number of Shares represented by such Certificate multiplied by (i) the Reorganization Agreement, without any interest thereon.
Stock Merger Consideration plus (dii) Dissenting Shares the Cash Merger Consideration. A holder of more than one Certificate will not be converted as described in Section 5(c), but from and after the Effective Time will represent only have the right to receive the Stock Merger Consideration and the Cash Merger Consideration multiplied by the number of Shares represented by all such value Certificates (the "Exchange Merger Consideration"). The holders of all Certificates may allocate the Stock Merger Consideration and Cash Merger Consideration disproportionately among all such holders; provided, however, that (i) a Schedule 2.1 setting forth the allocation of Stock Merger Consideration and Cash Merger Consideration among the holders of all Certificates is completed and consented to in writing by all such holders contemporaneously with the execution and delivery of this Agreement, all in such form as may be determined under Chapter 13 required by VIALOG; (ii) for each Share, the total of (A) the allocated Stock Merger Consideration multiplied by the Offering Price, plus (B) the allocated Cash Merger Consideration, must equal the Merger Consideration, (iii) the total allocation of the Code.
Stock Merger Consideration must equal the Aggregate Stock Merger Consideration, and (eiv) Excluded the total allocation of the Cash Merger Consideration must equal the Aggregate Cash Merger Consideration. Any such election to allocate the Stock Merger Consideration and Cash Merger Consideration disproportionately may not thereafter be withdrawn or amended. The holders of Certificates previously evidencing 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted automatically into and shall thereafter represent the right will cease to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the have any rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, such Shares except as otherwise provided in this Agreement or by Applicable Law.
(b) Each Share held in the treasury of the FENB Preferred Stock Company or by any direct or indirect wholly-owned Subsidiary of the Company immediately prior to the Effective TimeTime will automatically be canceled and extinguished without conversion, taken as a whole (the “Preferred Stock Merger Consideration”)and no payment will be made with respect to such Share.
(gc) At Each share of common stock of VIALOG Merger Subsidiary outstanding immediately prior to the Effective Time, the stock transfer books of FENB Time will be closedconverted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and will constitute the only outstanding shares of capital stock of the Surviving Corporation.
(d) In lieu of issuing fractional shares, VIALOG may convert a holder's right to receive shares of VIALOG Stock pursuant to Section 2.1(a) into a right to receive the highest whole number of shares of VIALOG Stock constituting the non-cash portion of the Exchange Merger Consideration plus cash equal to the fraction of a share of VIALOG Stock to which the holder would otherwise be entitled multiplied by the Offering Price, and no transfer the Exchange Merger Consideration to which a holder is entitled will be deemed to be such number of FENB Common shares of VIALOG Stock theretofore outstanding will thereafter be madeplus such cash plus the cash portion of the Exchange Merger Consideration.
Appears in 1 contract
Conversion of Securities. In and At the Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBParent, CUB and FENBAcquiring Corp, Acquired Corp or the holders of any holder of FENB Common Stock as followsthe following securities:
(a) At the Effective Time, each Each issued and outstanding share of CUNB Common Stock common stock of Acquiring Corp shall not be changed or converted as a result into one validly issued, fully paid and nonassessable share of common stock, par value $.001 per share, of the Merger but shall remain outstanding as shares of CUNB Common StockSurviving Corporation;
(b) At the Effective Time, each issued and outstanding Each share of CUB Stock capital stock of Acquired Corp ("Acquired Corp Capital Stock") of any class or series owned or held in treasury by Acquired Corp shall not be changed canceled and retired without any conversion thereof and no payment or converted as a result of the Merger but distribution shall remain outstanding as shares of CUB Stock; andbe made with respect thereto;
(c) At Subject to the Effective Timeprovisions of Sections 1.6, each share of FENB Acquired Corp Common Stock issued and outstanding immediately before the Effective Time Stock, par value $.001 per share (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"Acquired Corp Common Stock") (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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares canceled in accordance with Section 1.5(b) and (ii) Dissenting Shares (as defined in Section 1.7 below)) shall be converted automatically into one (1) (such number to be adjusted in accordance with Section 1.6 (as so adjusted, the "Acquired Corp Common Stock Exchange Ratio")) validly issued, fully paid and nonassessable share of common stock, par value $.001 per share, of Parent (the "Parent Common Stock"). Throughout this Agreement, "Parent Common Stock" shall refer to stock issued by Parent whether such stock is issued to Acquired Corp Stockholders, Acquired Entity Shareholders, Acquired Entities or otherwise. As of the Effective Time, each share of Acquired Corp Common Stock shall no longer be outstanding and shall thereafter represent automatically be canceled and retired, and each holder of record of a certificate representing any shares of Acquired Corp Common Stock shall cease to have any rights with respect thereto, other than the right to receive one share of preferred stock of CUNB (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, shares of the FENB Preferred Parent Common Stock immediately prior to be issued in consideration therefore upon the surrender of such certificate, if and to the Effective Time, taken as a whole (the “Preferred Stock Merger Consideration”)extent requested by such holder.
(g) At the Effective Time, the stock transfer books of FENB will be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be made.
Appears in 1 contract
Conversion of Securities. In and by virtue As of the Merger, the shares of CUNB Common Stock, CUB Stock and FENB Common Stock outstanding at the Effective Time each of the following shall be converted occur without any further action on the part of CUNBWCC, CUB and FENB, Woodfield or the holders of any holder of FENB Common Stock as followsthe securities of either of the Constituent Corporations:
(a1) 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 Each of the shares of FENB Woodfield 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Effective Time (the "Woodfield Shares") shall be converted into one share of WCC Common Stock. All such shares of Woodfield Common Stock shall no longer be outstanding and shall automatically into be canceled and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive one share receive, upon the surrender of preferred stock such certificate in accordance with the provisions of CUNB (the “CUNB Preferred Stock”)Section 3 hereof, certificates evidencing such number of shares of WCC Common Stock into which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference such shares of $1,000.00 per share and otherwise having Woodfield Common Stock were converted. The holders of such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, certificates previously evidencing shares of the FENB Preferred Woodfield Common Stock outstanding immediately prior to the Effective Time, taken Time shall cease to have any rights with respect to such shares of Woodfield Common Stock except as a whole otherwise provided herein or by law;
(2) Any shares of Woodfield Common Stock held in the treasury of Woodfield immediately prior to the Effective Time shall automatically be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto;
(3) In fulfillment of the obligation of Woodfield to issue 540,000 shares of Woodfield Common Stock upon exercise of the warrants described on Exhibit "B" (the “Preferred "Woodfield Warrants"), WCC shall issue on the terms and subject to the conditions set forth in the Warrant Certificate included in Exhibit "B", shares of WCC Common Stock Merger Consideration”)on the basis of one share of WCC Common Stock for each share of Woodfield Common Stock.
(g4) The 1,045,000 shares of WCC Common Stock previously issued and outstanding prior to the Merger will remain issued and outstanding;
(5) At the Effective TimeClosing, the stock transfer books there shall be no securities convertible into or exercisable or exchangeable for shares of FENB will be closed, and no transfer of FENB Woodfield Common Stock theretofore outstanding will thereafter be madeexcept as described in Exhibit "B" attached hereto and by this reference incorporated herein.
Appears in 1 contract
Conversion of Securities. In and (a) At the SPAC Merger Effective Time:
(i) by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock SPAC Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBSPAC, CUB and FENBCayman Merger Sub, BVI Merger Sub, the Company, Holdings or the holders of any holder of FENB Common Stock as followsthe following securities:
(aA) At the Effective Time, each issued and outstanding share of CUNB Cayman Merger Sub 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the SPAC Merger Effective Time shall be automatically converted into one share of the SPAC Surviving Company, which shall constitute the only outstanding shares of the SPAC Surviving Company;
(B) each SPAC Class A Ordinary Share issued and outstanding immediately prior to the SPAC Merger Effective Time shall be automatically canceled, extinguished and converted into and shall thereafter represent the right to receive one share of preferred stock of CUNB Holdings Common Share A; and
(the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share C) each SPAC Class B Ordinary Share issued and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock outstanding immediately prior to the SPAC Merger Effective Time shall be automatically canceled, extinguished and converted into the right to receive one Holdings Common Share B;
(ii) each fraction of or whole SPAC Warrant issued and outstanding and unexercised immediately prior to the SPAC Merger Effective Time shall automatically, without any action on the part of the holder thereof, be assumed and converted into a fraction or whole warrant, as the case may be, to acquire (in the case of a whole warrant) one Holdings Common Share A, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former SPAC Warrant (or fraction held thereof) immediately prior to the SPAC Merger Effective Time, taken as taking into account any changes thereto by reason of this Agreement or the Transactions (each such resulting warrant, a whole (the “Preferred Stock Merger ConsiderationHoldings Warrant”). Accordingly, effective as of the SPAC Merger Effective Time: (A) each whole SPAC Warrant shall be exercisable solely for Holdings Common Shares A; (B) the number of shares of Holdings Common Shares A subject to each such Holdings Warrant shall be equal to the number of SPAC Shares subject to the applicable SPAC Warrant and (C) the per share exercise price for Holdings Common Shares A issuable upon exercise of such Holdings Warrant shall be equal to the per share exercise price for SPAC Shares subject to the applicable SPAC Warrant as in effect immediately prior to the SPAC Merger Effective Time. Holdings shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Holdings Warrants remain outstanding, a sufficient number of Holdings Common Shares A for delivery upon the exercise of such Holdings Warrants; and
(iii) without duplication of Sections 3.02(a)(i) and 3.02(a)(ii), each SPAC Unit (comprised of one SPAC Class A Ordinary Share and one-third of one SPAC Warrant) existing and outstanding immediately prior to the SPAC Merger Effective Time shall be automatically canceled, extinguished and converted into one Holdings Unit, comprised of one Holdings Common Share A and one-third of one Holdings Warrant.
(gb) At the Company Merger Effective Time, by virtue of the stock transfer books Company Merger and without any action on the part of FENB will BVI Merger Sub, the Company, Holdings or the holders of any of the following securities:
(i) each BVI Merger Sub Common Share issued and outstanding immediately prior to the Company Merger Effective Time shall be closedautomatically canceled, extinguished and converted into one share of no par value in the Company Surviving Company in accordance with this Agreement and the BVI Plan of Merger, which shall constitute the only issued and outstanding shares of the Company Surviving Company;
(ii) all Company Shares that are held in the treasury of the Company immediately prior to the Company Merger Effective Time (“Excluded Company Shares”) shall be automatically canceled and extinguished, and no transfer consideration shall be delivered or deliverable in exchange therefor; and
(iii) subject to Section 3.07(b), each Company Share issued and outstanding immediately prior to the Company Merger Effective Time (excluding any Excluded Company Shares) shall be automatically canceled, extinguished and converted into the right to receive (A) a number of FENB Holdings Common Stock theretofore Shares A equal to the Exchange Ratio (the aggregate amount of consideration payable to holders of Company Shares pursuant to this clause (A) together with the aggregate amount of consideration payable to holders of Company Convertible Notes pursuant to the Convertible Note Conversion, the “Company Closing Consideration”) and (B) upon a Triggering Event (or the date on which a Change of Control occurs as described in Sections 3.04(c)(ii)-3.04(c)(iv)), the applicable Per Share Earnout Consideration (with any fractional share to which any holder of Company Shares would otherwise be entitled rounded down to the nearest whole share) in accordance with Section 3.04, in each case without interest.
(c) Each Company Option that is outstanding will thereafter and unexercised as of immediately prior to the Company Merger Effective Time, whether or not vested, shall be madeassumed and converted into an option to purchase a number of Holdings Common Shares A (such option, an “Exchanged Option”) equal to (i) the number of Company Common Shares B subject to such Company Option (assuming payment in cash of the exercise price of such Company Option) immediately prior to the Company Merger Effective Time, multiplied by (ii) the Exchange Ratio (such product rounded down to the nearest whole share), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Company Option immediately prior to the Company Merger Effective Time, divided by (B) the Exchange Ratio; provided that to the extent necessary to avoid any Taxes or penalties as a result of Section 409A of the Code, the exercise price and number of Holdings Common Shares A purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code. In addition, at the Company Merger Effective Time, each holder of an Exchanged Option shall receive Earnout RSUs in respect of a number of Earnout RSU Shares in accordance with Section 3.04(h), equal to (i) the number of Company Common Shares B subject to such Company Option (assuming payment in cash of the exercise price of such Company Option) immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Share Earnout Consideration. Except as specifically provided above, following the Company Merger Effective Time, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Company Option immediately prior to the Company Merger Effective Time, except to the extent such terms or conditions are rendered inoperative by the Mergers or any related transactions.
Appears in 1 contract
Sources: Business Combination Agreement (Queen's Gambit Growth Capital)
Conversion of Securities. In and by virtue As of the Merger, the shares of CUNB Common Stock, CUB Stock Effective Merger Date and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBBLAST, CUB and FENBBLAST Sub, PEDCO or the holders of any holder of FENB Common Stock as followsthe securities of any of these corporations, each of the following shall occur:
(a1) At the Effective Time, each issued and outstanding Each 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 PEDCO Common Stock issued and outstanding immediately before prior to 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 Merger Date shall be converted into the right to receive 1.3450 one (1) share of BLAST Common Stock. All such shares of CUNB PEDCO 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 shall no longer be outstanding and will shall 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 exist, and no each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 4 hereof, certificates evidencing such number of shares of CUNB BLAST Common Stock into which such shares of PEDCO Common Stock were converted. The holders of such certificates previously evidencing shares of PEDCO Common Stock outstanding immediately prior to the Effective Merger Date shall be delivered in exchange therefor.cease to have any rights with respect to such shares of PEDCO Common Stock except as otherwise provided herein or by law;
(f2) At the Effective Time, each Each share of FENB PEDCO Series A Preferred Stock issued and outstanding immediately prior to the Effective Time Merger Date shall be converted into one (1) share of BLAST Series A Preferred Stock. All such shares of PEDCO Series A Preferred Stock shall no longer be outstanding and shall automatically into be canceled and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive one share receive, upon the surrender of preferred stock such certificate in accordance with the provisions of CUNB (the “CUNB Preferred Stock”)Section 4 hereof, which shall be designated as certificates evidencing such number of shares of BLAST Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends), privileges and voting powers, and limitations and restrictions thereof, of the FENB Preferred Stock into which such shares of PEDCO Series A Preferred Stock were converted. The holders of such certificates previously evidencing shares of PEDCO Series A Preferred Stock outstanding immediately prior to the Effective Time, taken as a whole (the “Merger Date shall cease to have any rights with respect to such shares of PEDCO Series A Preferred Stock Merger Consideration”).except as otherwise provided herein or by law;
(g3) Any shares of PEDCO capital stock held in the treasury of PEDCO immediately prior to the Effective Merger Date shall automatically be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto;
(4) At the Closing, each outstanding option, warrant and other right to acquire shares of PEDCO capital stock shall automatically become an option, warrant or right to acquire an equivalent number of shares of BLAST capital stock; and
(5) Each share of capital stock of BLAST Sub issued and outstanding immediately prior to the Effective TimeMerger Date shall remain in existence as one (1) share of common stock of the Surviving Corporation, the stock transfer books of FENB will which shall be closed, and no transfer of FENB Common Stock theretofore outstanding will thereafter be madewholly-owned by BLAST.
Appears in 1 contract
Conversion of Securities. In and (a) At the Domestication Merger Effective Time, by virtue of the Merger, the shares of CUNB Common Stock, CUB Stock Domestication Merger and FENB Common Stock outstanding at the Effective Time shall be converted without any further action on the part of CUNBSPAC, CUB and FENBMerger Sub, the Company, Holdings or the holders of any holder of FENB Common Stock as followsthe following securities:
(ai) 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 Holdings 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 shares of CUNB Common Stock shall be delivered in exchange therefor.
(f) At the Effective Time, each share of FENB Preferred Stock issued and outstanding immediately prior to the Domestication Merger Effective Time shall be redeemed for par value;
(ii) each SPAC Class A Ordinary Share issued and outstanding immediately prior to the Domestication Merger Effective Time shall be canceled and converted into one share of Surviving Corporation Class A Common Stock;
(iii) each SPAC Class B Ordinary Share issued and outstanding immediately prior to the Domestication Merger Effective Time shall be canceled and converted into one share of Surviving Corporation Class B Common Stock;
(iv) each SPAC Warrant, to the extent then outstanding and unexercised immediately prior to the Domestication Merger Effective Time, shall automatically, without any action on the part of the holder thereof, be assumed and converted into a warrant to acquire one share of Surviving Corporation Class A Common Stock, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former SPAC Warrant immediately prior to the Domestication Merger Effective Time, taking into account any changes thereto by reason of this Agreement or the Transactions (each such resulting warrant, an “Assumed SPAC Warrant”). Accordingly, effective as of the Domestication Merger Effective Time: (A) each Assumed SPAC Warrant (including any Assumed SPAC Warrant issued pursuant to Section 3.01(a)(v)) shall be exercisable solely for shares of Surviving Corporation Class A Common Stock; (B) the number of shares of Surviving Corporation Class A Common Stock subject to each Assumed SPAC Warrant shall be equal to the number of shares of SPAC Common Stock subject to the applicable SPAC Warrant and (C) the per share exercise price for the Surviving Corporation Class A Common Stock issuable upon exercise of such Assumed SPAC Warrant shall be equal to the per share exercise price for the shares of SPAC Common Stock subject to the applicable SPAC Warrant as in effect immediately prior to the Domestication Merger Effective Time. The Surviving Corporation shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Assumed SPAC Warrants remain outstanding, a sufficient number of shares of Surviving Corporation Class A Common Stock for delivery upon the exercise of such Assumed SPAC Warrants; and
(v) each SPAC Unit issued and outstanding immediately prior to the Domestication Merger Effective Time shall be canceled and converted into one unit of the Surviving Corporation, with each such unit representing one share of Surviving Corporation Class A Common Stock and one-fifth of one Assumed SPAC Warrant.
(b) On the Acquisition Closing Date and immediately prior to the Acquisition Merger Effective Time, each share of Company Preferred Stock and Company Founders Preferred Stock that is issued and outstanding immediately prior to the Acquisition Merger Effective Time shall automatically convert into a number of shares of Company Common Stock at the then-effective conversion rate as calculated pursuant to Articles IV(B)4(b) and IV(C)4 of the Company Certificate of Incorporation (the “Conversion”). After the Conversion, all of the shares of Company Preferred Stock and Company Founders Preferred Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock and Company Founders Preferred Stock shall thereafter cease to have any rights with respect to such securities.
(c) At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of the Surviving Corporation, Merger Sub, the Company or the holders of any of the following securities:
(i) each share of Company Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time (including shares of Company Common Stock resulting from the Conversion, but excluding shares of Company Restricted Stock) shall be canceled and converted into the right to receive (A) the applicable Per Share Merger Consideration and (B) upon a Triggering Event (or the date on which a Change of Control occurs as described in Section 3.03(c)(ii)-(iv)), the applicable Per Share Earnout Consideration (with any fractional share to which any holder of Company Common Stock would otherwise be entitled rounded down to the nearest whole share) in accordance with Section 3.03, in each case without interest;
(ii) all shares of Company Stock held in the treasury of the Company shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and
(iii) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Acquisition Merger Effective Time shall be converted automatically into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.000001 per share, of the Surviving Subsidiary Corporation.
(d) Effective as of the Acquisition Merger Effective Time, each Company Series C-1 Warrant, to the extent then outstanding and unexercised, shall thereafter represent automatically, without any action on the part of the holder thereof, be assumed and converted into a warrant to acquire a number of shares of Surviving Corporation Class A Common Stock at an adjusted exercise price per share, in each case, as determined under this Section 3.01(d) (each such resulting warrant, an “Assumed Warrant”). Each Assumed Warrant shall be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former Company Series C-1 Warrant immediately prior to the Acquisition Merger Effective Time, taking into account any changes thereto by reason of this Agreement or the Transactions. Accordingly, effective as of the Acquisition Merger Effective Time: (a) each Assumed Warrant shall be exercisable solely for shares of Surviving Corporation Class A Common Stock; (b) the number of shares of Surviving Corporation Class A Common Stock subject to each Assumed Warrant shall be equal to (1) the number of shares of Company Common Stock subject to the applicable Company Series C-1 Warrant (assuming the shares of Company Series C-1 Prime Preferred Stock subject to such Company Series C-1 Warrant convert into shares of Company Common Stock pursuant to the Conversion) immediately prior to the Acquisition Merger Effective Time multiplied by (2) the Exchange Ratio, rounding the resulting number down to the nearest whole number of shares of Surviving Corporation Class A Common Stock; and (c) the per share exercise price for the Surviving Corporation Class A Common Stock issuable upon exercise of such Assumed Warrant shall be equal to (x) the per share exercise price for the shares of Company Common Stock subject to the applicable Company Series C-1 Warrant (assuming the shares of Company Series C-1 Prime Preferred Stock subject to such Company Series C-1 Warrant convert into shares of Company Common Stock pursuant to the Conversion), as in effect immediately prior to the Acquisition Merger Effective Time, divided by (y) the Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent. The Surviving Corporation shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Assumed Warrants remain outstanding, a sufficient number of shares of Surviving Corporation Class A Common Stock for delivery upon the exercise of such Assumed Warrants.
(e) Each Company Option that is outstanding and unexercised as of immediately prior to the Acquisition Merger Effective Time, whether or not vested, shall be assumed and converted into (i) an option to purchase a number of shares of Surviving Corporation Class A Common Stock (such option, an “Exchanged Option”) equal to (A) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Acquisition Merger Effective Time, multiplied by (B) the Exchange Ratio (such product rounded down to the nearest whole share), at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price per share of such Company Option immediately prior to the Acquisition Merger Effective Time, divided by (2) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Surviving Corporation Class A Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Surviving Corporation Class A Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code and (ii) the contingent right to receive one share a number of preferred stock of CUNB Earnout Shares (the “CUNB Preferred Stock”), which shall be designated as Series A Non-Cumulative Perpetual Preferred Stock, no par value per share, with a liquidation preference of $1,000.00 per share and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the same as the rights (including with respect to dividends)each holder, privileges and voting powers, and limitations and restrictions thereof, rounded down to the nearest whole number of Earnout Shares) in accordance with Section 3.03 equal to (A) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Acquisition Merger Effective Time (but excluding any share of Company Common Stock described in clause (v) of the FENB Preferred definition of “Adjusted Company Outstanding Shares”) multiplied by (B) the Per Share Earnout Consideration. Except as specifically provided above, following the Acquisition Merger Effective Time, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Acquisition Merger Effective Time, except to the extent such terms or conditions are rendered inoperative by the Mergers or any related transactions.
(f) Each award of Company Restricted Stock that is outstanding immediately prior to the Acquisition Merger Effective Time shall be assumed and converted into the following: (i) with respect to the Company Founder, an award covering a number of restricted shares of Surviving Corporation Class X Common Stock and with respect to any Person who holds an award of Company Restricted Stock immediately prior to the Acquisition Merger Effective Time other than the Company Founder, an award covering a number of restricted shares of Surviving Corporation Class A Common Stock (in each case, rounded down to the nearest whole number) (such award of restricted shares, “Exchanged Restricted Stock”) equal to (A) the number of shares of Company Restricted Stock subject to such award immediately prior to the Acquisition Merger Effective Time, taken multiplied by (B) the Exchange Ratio, and (ii) the contingent right to receive a number of Earnout Shares (with respect to each holder, rounded down to the nearest whole number of Earnout Shares) in accordance with Section 3.03 equal to (A) the number of shares of Company Restricted Stock subject to such award immediately prior to the Acquisition Merger Effective Time (but excluding any share of Company Restricted Stock described in clause (iv) of the definition of “Adjusted Company Outstanding Shares”) multiplied by (B) the Per Share Earnout Consideration applicable to the holder of such award. Except as a whole specifically provided above, following the Acquisition Merger Effective Time, each award of Exchanged Restricted Stock shall continue to be governed by the same terms and conditions (including vesting and repurchase terms) as were applicable to the “Preferred corresponding award of Company Restricted Stock immediately prior to the Acquisition Merger Consideration”)Effective Time, except to the extent such terms or conditions are rendered inoperative by the Mergers and any related transactions.
(g) At Each Company RSU Award that is outstanding immediately prior to the Acquisition Merger Effective Time shall be assumed and converted into (i) an award covering a number of shares of Surviving Corporation Class A Common Stock (rounded down to the nearest whole number) (such award of restricted shares, “Exchanged RSU Award”) equal to (A) the number of shares of Company Common Stock subject to such award immediately prior to the Acquisition Merger Effective Time, multiplied by (B) the stock transfer books Exchange Ratio and (ii) the contingent right to receive a number of FENB will be closedEarnout Shares (with respect to each holder, and no transfer rounded down to the nearest whole number of FENB Earnout Shares) in accordance with Section 3.03 equal to (A) the number of shares of Company Common Stock theretofore subject to such award immediately prior to the Acquisition Merger Effective Time (but excluding any share of Company Common Stock described in clause (vi) of the definition of “Adjusted Company Outstanding Shares”) multiplied by (B) the Per Share Earnout Consideration. Except as specifically provided above, following the Acquisition Merger Effective Time, each Exchanged RSU Award shall continue to be governed by the same terms and conditions (including vesting and repurchase terms) as were applicable to the corresponding Company RSU Award immediately prior to the Acquisition Merger Effective Time, except to the extent such terms or conditions are rendered inoperative by the Mergers and any related transactions.
(h) On the Acquisition Closing Date at the Acquisition Merger Effective Time, in accordance with the Surviving Corporation Certificate of Incorporation, each share of Surviving Corporation Class B Common Stock that is outstanding immediately prior to the Acquisition Merger Effective Time shall be converted, on a one-for-one basis, into a share of Surviving Corporation Class A Common Stock, subject to subsequent application of the SPAC Founders Stock Letter.
(i) At or prior to the Domestication Merger Effective Time and the Acquisition Merger Effective Time (as applicable), the parties hereto and their respective boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Common Stock pursuant to Section 3.01(c), the treatment of the Company Series C-1 Warrants pursuant to Section 3.01(d), the treatment of the Company Options pursuant to Section
3.01 (e), the treatment of the Company Restricted Stock pursuant to Section 3.01(f), the treatment of Company RSU Awards pursuant to Section 3.01(g), the treatment of the Surviving Corporation Class B Common Stock pursuant to Section 3.01(h) and/or to cause any disposition or acquisition of equity securities of SPAC or the Surviving Corporation pursuant to Section 3.01(a), Section 3.01(c), Section 3.01(d), Section 3.01(e), Section 3.01(f), Section 3.01(g) or Section 3.01(h), or pursuant to the Private Placements, as applicable, by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act, with respect to SPAC or the Surviving Corporation or who will thereafter (or is reasonably expected to) become subject to such reporting requirements with respect to the Surviving Corporation to be madeexempt under Rule 16b-3 under the Exchange Act.
Appears in 1 contract
Sources: Business Combination Agreement (Switchback II Corp)