Conversion of the Company Common Shares Clause Samples

The "Conversion of the Company Common Shares" clause defines the terms and conditions under which common shares of a company may be converted into another class of shares, such as preferred shares or shares of a different series. Typically, this clause outlines the conversion ratio, the process for initiating conversion, and any events that may trigger automatic or optional conversion, such as a merger, acquisition, or public offering. Its core practical function is to provide shareholders and the company with a clear mechanism for changing the nature of shareholdings, often to facilitate investment, align with new capital structures, or respond to significant corporate events.
Conversion of the Company Common Shares. Each Shareholder, by virtue of the Merger and without any action on the part of such Shareholder, shall be entitled to receive: (i) subject to clauses (iii) and (iv) below and Section 4.11, a number of validly issued, fully paid and non-assessable shares of common stock of Parent, par value $3.125 per share (“Parent Shares”), equal to the quotient of (A) the product of (1) such Shareholder’s Allocable Non-Escrowed Merger Consideration times (2) such Shareholder’s Stock Election Percentage, divided by (B) the Assumed Share Value (the “Elected Parent Shares”); (ii) subject to clauses (iii) and (iv) below, an aggregate amount of cash (the “Elected Cash Consideration”) equal to the product of (A) such Shareholder’s Allocable Non-Escrowed Merger Consideration times (B) a percentage (the “Cash Percentage”) equal to (1) 100% minus (2) such Shareholder’s Stock Election Percentage; (iii) notwithstanding anything in this Agreement to the contrary, in the event that the sum of (A) the aggregate number of Stock Election Shares (as defined in the SBR Merger Agreement) (excluding Stock Election Shares held by the Company and S. ▇▇▇▇ ▇▇▇▇ Enterprises, Inc.) plus (B) the Pro Forma Stock Election Shares (collectively, the “Aggregate Stock Election Shares”), exceeds 5,474,420, then, without any further action by the parties hereto, the aggregate number of Parent Shares to be issued to each Shareholder pursuant to this Agreement shall be reduced to an aggregate amount of Parent Shares equal to the result of (A) such Shareholder’s Elected Parent Shares minus (B) the product of (1) the Shareholder Allocable Excess Election Shares with respect to such Shareholder times (2) the Exchange Ratio (as defined in the SBR Merger Agreement) (the “Adjusted Elected Parent Shares”). In the event of any such adjustment hereunder, each Shareholder’s Cash Percentage shall be increased to an amount equal to (A) 100% minus (B) (1) the product of (x) the Adjusted Elected Parent Shares times (y) the Assumed Share Value, divided by (2) such Shareholder’s Allocable Non-Escrowed Merger Consideration; (iv) notwithstanding anything in this Agreement to the contrary, in the event that the Aggregate Stock Election Shares is less than 3,864,296, then, without any further action by the parties hereto, the Elected Cash Consideration of each Shareholder pursuant to this Agreement shall be reduced to an amount (the “Adjusted Elected Cash Consideration”) equal to the result of (A) such Shareholder’s Elected C...
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Conversion of the Company Common Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Company Common Share issued and outstanding immediately prior to the Effective Time (other than (i) any Company Common Shares held by the Company, which Company Common Shares, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto and (ii) Dissenting Shares (as defined in Section 4.1(c)), shall be cancelled and retired and shall be converted into the right to receive the Merger Price, payable to the holder thereof, without interest thereon (except as specifically provided for in the Indemnity Escrow Agreement), upon surrender of the certificate formerly representing such Company Common Share; provided, however, that the amount payable to any holder of Company Common Shares who is an obligor on a Management Note shall be reduced by the principal amount of such Management Note plus accrued interest thereon to the Effective Time in accordance with Section 4.2(b) and such Management Note shall be deemed cancelled thereafter.
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Conversion of the Company Common Shares. Each Shareholder, by virtue of the Merger and without any action on the part of such Shareholder, shall be entitled to receive: (i) subject to clauses (iii) and (iv) below and Section 4.11, a number of validly issued, fully paid and non-assessable shares of common stock of Parent, par value $3.125 per share (“Parent Shares”), equal to the quotient of (A) the product of (1) such Shareholder’s Allocable Non-Escrowed Merger Consideration times (2) such Shareholder’s Stock Election Percentage, divided by (B) the Assumed Share Value (the “Elected Parent Shares”); (ii) subject to clauses (iii) and (iv) below, an aggregate amount of cash (the “Elected Cash Consideration”) equal to the product of (A) such Shareholder’s Allocable Non-Escrowed Merger Consideration times (B) a percentage (the “Cash Percentage”) equal to (1) 100% minus (2) such Shareholder’s Stock Election Percentage; (iii) notwithstanding anything in this Agreement to the contrary, in the event that the sum of (A) the aggregate number of Stock Election Shares (as defined in the SBR Merger Agreement) (excluding Stock Election Shares held by the Company and Tres Investment Company) plus (B) the Pro Forma Stock Election Shares (collectively, the “Aggregate Stock Election Shares”), exceeds 5,474,420, then, without any further action by the parties hereto, the aggregate number of Parent Shares to be issued to each Shareholder pursuant to this Agreement shall be reduced to an aggregate amount of Parent Shares equal to the result of (A) such Shareholder’s Elected Parent Shares minus (B) the product of (1) the Shareholder Allocable Excess Election Shares with respect to such Shareholder times (2) the Exchange Ratio (as defined in the SBR Merger Agreement) (the “Adjusted Elected Parent Shares”). In the event of any such adjustment hereunder, each Shareholder’s Cash Percentage shall be increased to an amount equal to (A) 100% minus (B) (1) the product of (x) the Adjusted Elected Parent Shares times (y) the Assumed Share Value, divided by (2) such Shareholder’s Allocable Non-Escrowed Merger Consideration; (iv) notwithstanding anything in this Agreement to the contrary, in the event that the Aggregate Stock Election Shares is less than 3,864,296, then, without any further action by the parties hereto, the Elected Cash Consideration of each Shareholder pursuant to this Agreement shall be reduced to an amount (the “Adjusted Elected Cash Consideration”) equal to the result of (A) such Shareholder’s Elected Cash Con...
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Conversion of the Company Common Shares. Each Company Common Share issued and outstanding immediately prior to the Effective Time (excluding any Company Common Share described in Section 4.1(d)), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive the following consideration: (i) Subject to clause (iv) below, each Company Common Share with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 4.2 (each, a “Cash Election Share”), and each No Election Share with respect to any applicable Company Common Share, shall be converted into the right to receive the Per Share Cash Election Consideration. (ii) Subject to clause (iii) below, each Company Common Share with respect to which an election to receive stock consideration (a “Stock Election”) is properly made and not revoked or lost pursuant to Section 4.2 (each, a “Stock Election Share”) shall be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of common stock of Parent, par value $3.125 per share (“Parent Shares”) equal to the Exchange Ratio (together with any cash in lieu of fractional Parent Shares to be paid pursuant to Section 4.4, the “Per Share Stock Election Consideration”).
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Related to Conversion of the Company Common Shares

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer 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, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Conversion of Company Capital Stock Subject to Section 3.2 and Section 3.3, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1.

  • Conversion of Company Shares At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) shall be converted into the right to receive 0.445 Parent Shares (the "PER SHARE MERGER CONSIDERATION"), and all such Company Shares shall no longer be outstanding, shall be canceled and shall cease to exist, and each holder of a certificate representing any such Company Shares shall thereafter cease to have any rights with respect to such Company Shares, except the right to receive the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate in accordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION"), 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, and (B) each Company Share owned by Parent, Parent Subsidiary or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective Time.

  • Conversion of Company Stock (i) Each share of Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.