Conversion of Shares Sample Clauses
The Conversion of Shares clause defines the terms and conditions under which one class of shares can be converted into another class within a company. Typically, this clause outlines the conversion ratio, the process for initiating conversion, and any restrictions or timeframes that apply. For example, preferred shares may be converted into common shares at a predetermined rate, often at the discretion of the shareholder or upon the occurrence of specific events such as a public offering. The core function of this clause is to provide flexibility for shareholders and to facilitate changes in share structure, often to align with company growth or investor exit strategies.
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Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stock:
(a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock.
(b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest penn▇.
Conversion of Shares. 3 Section 3.2
Conversion of Shares. (a) Subject to Sections 1.5, 1.8 and 1.9, at the Closing Date, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company, each share of Company Common Stock outstanding immediately prior to the Closing Date shall be converted into the right to receive the following (the "Merger Consideration") as the total consideration for the Merger:
(i) at the Closing Date, (x) the difference calculated by subtracting the Closing Deductions from the Merger Price divided by (y) two times the Adjusted Fully Diluted Company Share Amount; and
(ii) on the one year anniversary of the Closing Date, the Merger Price divided by two times the Adjusted Fully Diluted Company Share Amount.
(b) The Merger Consideration shall be payable in shares of common stock (no par value) of Parent ("Parent Common Stock"), or a combination of shares of Parent Common Stock and cash (as determined by the Parent in its sole discretion), provided, however, that in no event shall the Merger Consideration be comprised of fifty percent (50%) or more cash.
(c) The number of shares of Parent Common Stock comprising any portion of the Merger Consideration payable on:
(i) the Closing Date, shall be calculated by dividing such portion of the Merger Consideration by the Closing Designated Parent Stock Price, and rounding such quotient to the nearest whole number; and
(ii) the one year anniversary of the Closing Date, shall be calculated by dividing such portion of the Merger Consideration by the Designated Parent Stock Price as of the one year anniversary of the Closing, and rounding such quotient to the nearest whole number.
(d) For the purposes of this Agreement:
(i) the "Adjusted Fully Diluted Company Share Amount" shall be the sum of (A) the aggregate number of shares of Company Common Stock outstanding immediately prior to the Closing Date (including any such shares that are subject to a repurchase option or risk of forfeiture under any restricted stock purchase agreement or other agreement); and (B) the aggregate number of shares of Company Common Stock purchasable under any options or other rights to acquire stock in the capital of the Company, outstanding immediately prior to the Closing Date, but excluding all rights to acquire stock under a SAR (as such term is defined in Section 1.6.)
Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows:
(a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).
(b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor.
(c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share.
(d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.
Conversion of Shares. At the Effective Time:
(a) Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.04, each share of Company Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $20.00 in cash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 2.03, without interest. Notwithstanding the foregoing, any Merger Consideration payable to the ▇▇▇▇▇ Investors pursuant to this Section 2.02(a) in respect of the shares of Company Stock owned by such ▇▇▇▇▇ Investors immediately prior to the Effective Time shall only be paid to the extent, and otherwise on the terms and subject to the conditions, set forth in the Investment Letter Agreement.
(b) Each share of Company Stock held by the Company as treasury stock or owned by Parent or MergerSub immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons), and the Rollover Shares, shall be canceled, and no payment shall be made with respect thereto.
(c) Each share of Company Stock held by any Subsidiary of the Company immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time.
(d) Each share of common stock of MergerSub outstanding immediately prior to the Effective Time shall 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 shall constitute the only outstanding shares of capital stock of the Surviving Corporation (except for any such shares resulting from the conversion of shares of Company Stock pursuant to Section 2.02(c)).
Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:
(a) except as otherwise provided in Section 3.03(b) or Section 3.03(c), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest and subject to any required Tax withholding made pursuant to Section 3.08 (the “Merger Consideration”);
(b) each share of Company Common Stock held by the Company as treasury stock or owned by the Ultimate Parent, Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto;
(c) each share of Company Common Stock held by any Subsidiary of either the Company or the Ultimate Parent (other than Parent or Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Corporation such that each such Subsidiary owns the same percentage of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time; and
(d) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, together with the shares described in Section 3.03(c), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Conversion of Shares. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Parent, the Company, Merger Sub or the holders of the Shares:
(a) Each Share then owned by the Company or any direct or indirect Subsidiary of the Company (or held in the Company’s treasury) or owned by Parent, Merger Sub or any direct or indirect Subsidiary thereof immediately prior to the Effective Time shall be canceled and shall cease to exist, and no payment or distribution shall be made or delivered with respect thereto.
(b) Each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of common stock of the Surviving Corporation.
(c) Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be canceled pursuant to Section 3.1(a) and Dissenting Shares, automatically shall be canceled and converted into the right to receive cash in an amount equal to the Price Per Share, without interest thereon (the “Merger Consideration”), payable to the holder thereof upon surrender of the stock certificate formerly representing such Share (a “Certificate”) or book-entry shares (“Book-Entry Shares”) in the manner provided in Section 3.2. Such Shares, other than those canceled pursuant to Section 3.1(a), sometimes are referred to herein as the “Merger Shares.”
(d) If between the date of this Agreement and the Effective Time the number of outstanding Shares is changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, exchange of shares or the like, other than pursuant to the Merger, the amount of Merger Consideration payable per Merger Share shall be correspondingly adjusted.
Conversion of Shares. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any party or shareholder: (a) each share of the Signal common stock, $1 par value per share (the "Signal Common Stock"), issued and outstanding immediately prior to the Effective Time (excluding (i) shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) Dissenting Shares (as defined below)), shall cease to be outstanding and shall be converted into and become the right to receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the "Common Exchange Ratio") shares of common stock, no par value, of FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to be outstanding and shall be converted into and become the right to receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of FirstMerit Common Stock equal to the product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Effective Time.. The FirstMerit Common Stock and FirstMerit Preferred Stock is sometimes collectively referred to herein as the "FirstMerit Capital Stock."
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock held by the Company, any wholly-owned Subsidiary of the Company (or held in the Company’s treasury), Parent, Merger Sub, and any other wholly-owned Subsidiary of Parent, immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto;
(ii) subject to Sections 2.6(b), 2.8 and 2.9, each share of Company Common Stock outstanding immediately prior to the Effective Time and not described in Section 2.6(a)(i) shall automatically be converted into the right to receive the Common Stock Per Share Amount, without interest;
(iii) each share of the common stock, $0.01 par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation;
(iv) subject to Section 2.6(b), each Vested Company Option outstanding and unexercised for which an Option Consent is obtained immediately prior to the Effective Time shall automatically be deemed exercised and the deemed shares of Company Common Stock associated with such exercise shall automatically be cancelled and, in consideration for such deemed exercise and automatic cancellation, the holder of such Vested Company Option shall be entitled to receive, with respect to each share of Company Common Stock issuable upon the exercise of such Vested Company Option and in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to the positive result, if any, of the Merger Option Consideration less any required withholding of Taxes; for avoidance of doubt, as a result of the foregoing, each Vested Company Option, and any deemed issuance of Company Common Stock associated with the deemed exercise, which shall not be issued, shall both be cancelled at the Effective Time;
(v) each Vested Company Option outstanding and unexercised for which an Option Consent is not obtained immediately prior to the Effective Time shall automatically be terminated; and
(vi) each outstanding Company Option that is not a Vested Company Option shall be automatically cancelled, without any exercise thereof and no payment or distribution shall be made with respect thereto.
(b) Notwithstanding anything to the contrary including the definitions of...
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition