Conversion of Target Shares Clause Samples
The "Conversion of Target Shares" clause defines the process by which shares of the target company are converted into another form, typically as part of a merger or acquisition. This clause outlines the specific terms under which existing shares are exchanged for new shares, cash, or other consideration, and may detail conversion ratios, timing, and any adjustments for outstanding options or warrants. Its core practical function is to ensure a clear and orderly transition of ownership interests, preventing disputes and confusion during corporate restructuring events.
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Conversion of Target Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Company Merger and without any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations shall be converted as follows:
(a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time.
(b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion of the Merger Consideration (adjusted proportionately for any stock split, stock dividend, recapitalization, reclassification, or similar transaction that is effected by either Party, or for which a record date occurs). Such shares to be converted are sometimes referred to herein as the “Outstanding Target Shares.” Subject to adjustment as set forth below, each holder of Target Common Stock may elect to receive his or her portion of the Merger Consideration in the form of (i) cash in the amount of $30.00 per share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to rec...
Conversion of Target Shares. Each of the Target Shares shall be converted into the right to receive three and forty-four one-hundredths (3.44) newly issued Parent Shares (the "Exchange Ratio"). All such Target Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Target Share shall cease to have any rights with respect thereto, except the right to receive the Parent Shares therefor upon the surrender of such certificate in accordance with Section 1.2(b) hereof, without interest or dividends.
Conversion of Target Shares. At the Effective Time, each one (1) share of common stock of Target, par value $.0001 per share, issued and outstanding at the Effective Time (each such share being collectively referred to herein as a "Target Share" and collectively the "Target Stock"), shall be automatically converted, by operation of law, into that number of shares of Sonus Common Stock as is equal to one (1) multiplied by a fraction (the "Conversion Ratio"), the numerator of which is the Equity Value divided by three (3), and the denominator of which is 159,250, without any further act on the part of the holder thereof, Target or Sonus. In the event the foregoing calculation and conversion would result in the issuance of a fraction of a share to any Target stockholder, the number of shares of Sonus Common Stock to be issued such Target stockholder in the Merger shall be rounded up to the nearest whole number. No other property, shares, other securities or consideration of any type will be distributed or issued in connection with or as a result of the Merger. At the Effective Time, Acquisition shall assume all of the rights and obligations of Target. All stock certificates issued by Target and representing any Target Shares (each an "Old Target Certificate" and collectively the "Old Target Certificates"), shall be deemed from and after the Effective Time to represent such number of shares of Sonus Common Stock as is equal to the number of Target Shares represented by such Old Target Certificate immediately prior to the Effective Time multiplied by the Conversion Ratio and, upon surrender of any Old Target Certificate by holders thereof to Sonus, such holders shall be entitled to one or more new stock certificates to be issued by Sonus representing such number of shares of Sonus Common Stock (the "Merger Share Certificates").
Conversion of Target Shares. At and as of the Effective Time, (A) the Target Stockholders (other than any Dissenting Share or Buyer-owned Share) shall have the right to receive 1 Preferred Share ("Conversion Ratio") for each four (4) Target Shares (the "Merger Consideration"), (B) each Dissenting Share shall be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with the provisions of the Ohio General Corporation Law, and (C) each Buyer-owned Share shall be cancelled; provided, however, that the Merger Consideration shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split, or other change in the number of Target Shares outstanding. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section2(d)(v) after the Effective Time. No fractional Preferred Shares shall be issued and, in lieu thereof, cash shall be paid to such Target Stockholders at the rate of $5.00 per Target Share.
Conversion of Target Shares. At and as of the Effective Time, each Target Share shall be converted into the right to receive (a) 49.453119 immediately distributable Buyer Shares and (b) additional 2.5 Buyer Shares that shall be held in escrow and that shall be distributable solely pursuant to the provisions of Section 8(b) hereof (the ratio of 51.953119 Buyer Shares to one (1) Target Share is referred to herein as the " Conversion Ratio "). No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(d)(v) after the Effective Time.
Conversion of Target Shares. At and as of the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, Target or Stockholder, each Target Share that consists of preferred stock of Target shall automatically be converted into 0.83762047 of a share of Acquiror Shares, and each Target Share that consists of common stock of Target shall automatically be converted into 0.32720209 of a share of Acquiror Shares (together, the “Merger Consideration”). Each Target Share that is directly owned by Acquiror or Shareholder immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Conversion of Target Shares. At and as of the Effective Time:
(A) each Target Share (other than any Dissenting Share or Acquiror-owned Share) shall be converted into the right to receive the following consideration (the "Merger Consideration"):
(1) that number of Acquiror Shares equal to the lesser of (x) .3717 or (y) $4.5531 divided by the Average Price (such lesser number of Acquiror Shares being hereinafter referred to as the "Base Share Consideration"), plus
(2) an amount in cash equal to the lesser of (x) $1.1150 or (y) the amount (if any) by which $4.5531 exceeds the Base Share Consideration multiplied by the Average Price (such lesser amount being hereinafter referred to as the "Cash Consideration"), plus
(3) an additional number of Acquiror Shares (if a positive number) equal to (x) $4.5531 minus the Base Consideration (as defined below), divided by (y) the Average Price (such additional number of Acquiror Shares (if any) plus the Base Share Consideration being hereinafter referred to as the "Share Consideration"). "Base Consideration" means an amount equal to (x) the Base Share Consideration multiplied by the Average Price, plus (y) the Cash Consideration. At the Effective Time and without any action on the part of the holder, Target Shares held by such holder shall cease to be outstanding and shall constitute only the right to receive without interest, the Merger Consideration multiplied by the number of Target Shares held by such holder and cash in lieu of a fractional share.
Conversion of Target Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the shareholders of Target ("Target Shareholders"):
(i) PURCHASER COMMON STOCK. Each issued and outstanding share of common stock, $.001 par value per share, of Merger Sub shall be converted into and become one (1) validly issued, fully paid and non-assessable share of common stock, $.001 par value per share, in the Surviving Company;
Conversion of Target Shares. At and as of the Effective Time, (A) each Target Share shall be converted into the right to receive an estimated 12,905 shares of Common Stock of the Buyer (the ratio of 12,905 shares of Buyer Common Stock to one Target Share is referred to herein as the "CONVERSION RATIO"), and (B) each converted Target share shall be canceled by the Buyer; PROVIDED, however, that the Conversion Ratio shall be subject to equitable adjustment in the event of any additional pre-merger issuance of common stock, or a stock split, stock dividend, reverse stock split, or other change in the number of Target or Buyer Shares outstanding prior to closing. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this ss.2(d)(v) after the Effective Time. It is understood that the above conversion ratio is merely an estimate based on the estimated number of shares anticipated to be outstanding on the closing date after taking into account all possible dilution from any new stock issuance, convertible security, option, warrant, or any other instrument or contract (excluding this merger agreement) that is convertible into, or could result in the issuance of addition common stock of the Buyer. It is the express intent of the parties that EXISTING TARGET SHAREHOLDERS shall own immediately after the closing date 75% (seventy-five) of the outstanding common stock of the Buyer after taking into account all possible dilution from any pre-merger stock issuance, convertible security, option, warrant, right, or any other instrument or contract (excluding this merger agreement) that is convertible into, or could result in the issuance of, additional common stock of the Buyer; and the estimated "Conversion Ratio" stated above shall be adjusted, if necessary, to effectuate that express intent. It is the express intent of the parties that EXISTING BUYER SHAREHOLDERS shall own immediately after the closing date 25% (twenty-five) of the outstanding common stock of the Buyer after taking into account all possible dilution from any pre-merger stock issuance, convertible security, option, warrant, right, or any other instrument or contract (excluding this merger agreement) that is convertible into, or could result in the issuance of, additional common stock of the Buyer; and the estimated "Conversion Ratio" stated above shall be adjusted, if necessary, to effectuate that express intent.
Conversion of Target Shares. At and as of the Effective --------------------------- Time, (A) each issued and outstanding Target Share (other than any Purchaser- owned Shares) shall be converted into the right to receive the Per Share Merger Consideration, and all such Target Shares shall no longer be outstanding, shall be canceled and retired, shall cease to exist, and each holder of a certificate representing any such Target Shares shall thereafter cease to have any rights with respect to such Target Shares, except the right to receive the Per Share Merger Consideration for such Target Shares upon the surrender of such certificate in accordance with (S)2(e) below, and (B) each Purchaser-owned Share and each Target Share held in the treasury of the Target or by any Subsidiary of the Target shall be canceled without payment therefor; provided, however, that -------- ------- the Per Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this (S)2(d)(v) after the Effective Time. As used herein, the term "Per Share Merger Consideration" shall mean that number of ------------------------------ Purchaser Shares determined -7- by applying to each Target Share an exchange ratio (the "Exchange Ratio") -------------- determined as follows: In the event that the Weighted Average Sales Price of a Purchaser Share as of the Closing Date is greater than or equal to $15.8905, the Exchange Ratio shall be the quotient of $10.00 divided by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date; and (B) in the event that the Weighted Average Sales Price of a Purchaser Share as of the Closing Date is less than $15.8905, the Exchange Ratio shall be 0.6293, provided, -------- however, that in the event that the Weighted Average Sales Price of a Purchaser ------- Share as of the Closing Date is less than $14.0210, the Target shall have certain termination rights as set forth in (S)7(a)(vi), subject to the rights of the Purchaser to override such termination as set forth in such (S)7(a)(vi). Notwithstanding anything in this (S)2(d)(v), no fractional Purchaser Shares shall be issued to holders of Target Shares. In lieu thereof, each holder of shares of Target Shares who would otherwise have been entitled to receive a fraction of a Purchaser Share (after taking into account all certificates deli...