Merger Consideration and Conversion of Securities Sample Clauses

The "Merger Consideration and Conversion of Securities" clause defines how the ownership interests in the merging entities are exchanged or converted as part of a merger transaction. It typically outlines the specific terms under which shares, options, or other securities of the target company will be converted into cash, shares of the acquiring company, or a combination thereof. For example, shareholders might receive a set number of acquirer shares for each share they own, or a cash payment per share. This clause ensures all parties understand the financial and ownership outcomes of the merger, providing clarity and certainty regarding what stakeholders will receive in exchange for their existing securities.
Merger Consideration and Conversion of Securities. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or the holders of any of the following securities: (a) (i) Each Stock Option outstanding immediately prior to the Effective Time, to the extent unvested, shall immediately become vested, and (ii) each share of restricted Company Common Stock set forth on Schedule 1.2.1 and issued and outstanding immediately prior to the Effective Time, to the extent unvested, shall immediately become vested; (b) Each vested Stock Option outstanding immediately prior to the Effective Time, including any such Stock Option that becomes vested pursuant to Section 1.2.1(a), immediately prior to the Effective Time shall be exercisable, at the sole discretion of the holder of such Stock Options, for shares of Company Common Stock. Schedule 1.2.1(b) (which shall be prepared by the Company and Acquiror after the date hereof and prior to Closing) shall set forth the specific Stock Options to be so exercised. Notwithstanding the foregoing, to the extent that the vesting of the Stock Options would result in an "excess parachute payment" pursuant to Section 280G of the Code, such Stock Options shall not be vested unless the requisite approval of the stockholders of the Company pursuant to Section 280G(b)(5)(ii) of the Code is obtained. If stockholder approval for such vesting is not obtained, then the unvested portion of such Stock Options shall not be exchanged for cash as provided in Section 1.2.3 but shall instead be converted into options to purchase common stock of Acquiror subject to the following parameters: (i) the vesting schedule of the options shall be the same as the vesting schedule for the unvested Stock Options and (ii) each option shall preserve the product of (A) the difference between (x) the Per Share Amount minus (y) the exercise price per share of the applicable Stock Option multiplied by (B) the number of the shares subject to the unvested portion of such Stock Option. In addition, with respect to each share subject to the unvested portion of such Stock Options, the holder of such option shall be entitled to (x) the Per Share Additional Amount (if any) and (y) the payment described in Section 2.3.1(e) and distributions from the Expense Escrow Amount and the Working Capital Escrow Amount, subject to the terms and conditions of this Agreement and the Escrow Agreement. 1.2.2 Each vested share of the Common Stock, par va...
View Source
Merger Consideration and Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the Corporation, Sub, Greensteam or any holder of the following interests, the outstanding shares of common stock, $.01 par value per share, of Greensteam (“Greensteam Shares”), shall be converted into and become validly issued, fully paid and nonassessable shares of common stock, $0.00001 par value (“Common Shares”) of the Corporation, such that each Greensteam Shareholder at the Effective Time shall receive (x) such number of Common Shares as are set forth as Initial Merger Consideration on Schedule A to this Agreement (the “Initial Merger Consideration”) plus, (y) such additional number of Common Shares as are set forth in Sections 1.9 and 7.8 upon the terms and conditions and at the times set forth in Sections 1.9 and Section 7.8 (the “Contingent Merger Consideration” and, together with the Initial Merger Consideration, the “Merger Consideration”). All Greensteam Shares held by the Greensteam Shareholders, when converted or cancelled as provided herein, 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 shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the Corporation, Sub, Greensteam or any holder of the following interests, each issued and outstanding share of common stock, $.01 par value per share, of Sub (“Sub Share”) shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (c) All Common Shares issued as Merger Consideration in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to the exchanged Greensteam Shares. (d) No certificates or scrip evidencing fractional Common Shares shall be issued upon the Merger, and fractional interests in Greensteam shall not entitle the owner thereof to any rights except as set forth in the next sentence. In lieu of fractional interests, each Greensteam Shareholder shall receive a number of Common Shares rounded to the nearest whole share, with half Common Shares being rounded up to the nearest whole share. (e) Upon execution of this Merger Agreement, all rights and interests held or extended t...
View Source
Merger Consideration and Conversion of Securities. At the Effective Time, by virtue of the Mergers and without any action on the part of RRC, SRC, the Partnership or any holder of any of the following interests: (a) The limited partnership interests in RRC shall be converted into and become an aggregate number of LP Units of the Surviving Partnership equal to the Initial RRC Number. Each limited partner of RRC at the Effective Time shall receive a proportionate share of such Initial RRC Number of LP Units, in the same respective percentages as the Limited Partner Sharing Percentage of such limited partner bears to the aggregate Limited Partner Sharing Percentages of all the limited partners of RRC. For purposes of the preceding sentence, "Limited Partner Sharing Percentage" shall have the meaning assigned to such term in RRC's agreement of limited partnership in effect immediately prior to the Effective Time, and shall be determined as of immediately prior to the Effective Time. (b) The limited partnership interests in SRC shall be converted into and become an aggregate number of LP Units of the Surviving Partnership equal to the Initial SRC Number. Each limited partner of SRC at the Effective Time shall receive a proportionate share of such Initial SRC Number of LP Units, in the same respective percentages as the amount of the Limited Partner Sharing Percentage of such limited partner bears to the aggregate Limited Partner Sharing Percentages of all the limited partners of SRC. For purposes of the preceding sentence, (i) "Limited Partner Sharing Percentage" shall have the meaning assigned to such term in SRC's agreement of limited partnership in effect immediately prior to the Effective Time, and shall be determined as of immediately prior to the Effective Time and (ii) any Dissenting Partnership Interests (as defined in Section 2.6) shall be excluded from the calculation. (c) The general partnership interests in RRC shall be converted into and become a general partnership interest in the Partnership representing in the aggregate a 4% general partnership interest in the capital and profits of the Partnership relating solely to the assets previously owned by RRC. Each general partner of RRC at the Effective Time shall receive an equal share of such general partnership interest. (d) The general partnership interests in SRC shall be converted into and become a general partnership interest in the Partnership representing in the aggregate a 4% general partnership interest in the capital and profits of the Part...
View Source
Merger Consideration and Conversion of Securities. (a) Section 2.1(c) of the Merger Agreement shall be amended and restated to read in its entirety as follows:
View Source
Merger Consideration and Conversion of Securities. Section 2.1(c) of the Merger Agreement shall be amended by deleting “$47,300,000” and replacing it with “$49,450,000”.
View Source
Merger Consideration and Conversion of Securities 
View SourceView Similar (2)

Related to Merger Consideration and Conversion of Securities

  • Conversion of Securities At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the Company, the Purchaser or the holder of any Shares or any shares of capital stock of the Purchaser: (a) Each share of common stock, $0.01 par value, of the Purchaser issued and outstanding immediately prior to the Effective Time shall convert into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation. (b) All shares of Company Common Stock that are owned by the Company as treasury stock and any shares of Company Common Stock owned by the Parent or the Purchaser immediately prior to the Effective Time (whether pursuant to the Offer or otherwise) shall be cancelled and retired and shall cease to exist, and no payment or distribution shall be made or delivered with respect thereto. (c) Except as otherwise provided in Section 3.4, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount in cash, payable to the holder thereon, without any interest thereon, equal to the Offer Price (the “Merger Consideration”). At the Effective Time, all such Shares shall be automatically cancelled and shall cease to exist, and the holders immediately prior to the Effective Time of Shares not represented by certificates (“Book Entry Shares”) and the holders of certificates that, immediately prior to the Effective Time, represented Shares (the “Certificates”) shall cease to have any rights with respect to such Shares other than the right to receive, upon transfer of such Book Entry Shares or delivery of such Certificates in accordance with Section 3.2, the Merger Consideration, without any interest thereon, for each such Share held by them. (d) If at any time between the Agreement Date and the Effective Time any change in the number of outstanding Shares shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, other than the Merger, the amount of the Merger Consideration as provided in Section 3.1(c) shall be equitably adjusted to reflect such change.

  • Conversion of Securities in the Merger At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of (i) Class A Common Stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) and (ii) Class B Common Stock, par value $0.0001 per share, of the Company (the “Class B Common Stock” together with the Class A Common Stock, the “Company Stock”), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as defined below), shall be converted into and represent the right to receive such number of shares of Parent Common Stock as is equal to the “Conversion Ratio” set forth on Schedule 1.5(a) hereto such that the post-Merger capitalization structure shall be as set forth in Exhibit A. An aggregate of 5,833,333 shares of Parent Common Stock, subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company (including Dissenting Shares) outstanding immediately prior to the Effective Time (the “Company Stockholders”). The shares of Parent Common Stock into which the shares of Company Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time. (b) After the Effective Time, the Parent shall deliver certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the transfer agent for the Parent Common Stock. If any Company Stock Certificate shall have been lost, stolen or destroyed, the transfer agent for the Parent Common Stock may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.