Share Conversion Clause Samples

Share Conversion. (a) Shareholder's right to exchange its PM Shares hereunder shall apply as to all, but not less than all, of the PM Shares which are eligible for exchange as described in this paragraph (a) of Section 3. Assuming Shareholder has complied with all of the conditions allowing for an exchange pursuant to this Agreement, 55,417 of the PM Shares shall be eligible for conversion as provided in this Agreement; and the remaining 23,333 PM Shares, or a portion thereof, will only be eligible for an exchange hereunder in the event, and only to the extent, the Clinic (as hereinafter defined) achieves certain Practice Accrual Earnings (as hereinafter defined) levels prior to the Determination Date. For purposes of this Agreement, the terms "Clinic" and "Practice Accrual Earnings" shall have the meanings set forth in that certain Management Agreement which is one of the Acquisition Documents. The Practice Accrual Earnings of Clinic for any twelve (12) consecutive monthly period ending on or prior to the Determination Date is hereinafter referred to as the "Clinic PAE." The parties acknowledge and agree that in the event Clinic PAE does not exceed $933,333 during any twelve (12) consecutive calendar monthly period ending on or prior to the Determination Date, then no portion of the 23,333 PM Shares shall be subject to exchange pursuant to this Agreement. In the event that, during any twelve (12) consecutive calendar monthly period ending on or prior to the Determination Date, the Clinic PAE exceeds $933,333, then the percentage of the 23,333 PM Shares which will be eligible for exchange pursuant to this Agreement (assuming compliance with all other conditions provided for in this Agreement) will be determined by multiplying 23,333 by a fraction, the numerator of which is the amount by which Clinic PAE exceeds $816,666 (but not greater than $233,333 in any event), and the denominator of which is $233,333.

Share Conversion. On the Effective Date, by virtue of the Merger and without any action on the part of the holders thereof: 2.1 each share of common stock, par value $.01 per share, of Target (a "Target Share") (other than any Target Share as to which any shareholder has exercised his or its appraisal rights under Section 23B.13.010, et. seq. of the Washington Business Corporation Act (a "Dissenting Share") or any Target Share that ARIS Corporation (the "Acquiror") owns beneficially (an "Acquiror-owned Share")) shall be converted into the right to receive the following consideration (the "Merger Consideration"): (1) that number of shares of common stock, without par value, of the Acquiror ("Acquiror Shares") equal to the lesser of (x) .3717 or (y) $4.5531, divided by the average of the per share daily closing prices of Acquiror Shares as reported by Nasdaq for each trading day during the period of ten trading days ending [date that is the second trading day prior to the Target Special Meeting] (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 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.

Share Conversion. The Lender shall have the right to convert all or any part of the unpaid indebtedness into shares of common stock of the Borrower at the price of $0.25 per share.

Share Conversion. Conditional upon the Company Stockholder Approval, each Seller hereby irrevocably agrees to the Share Conversion upon the terms described herein, which shall be deemed to occur immediately after the completion of the Investor Subscription and immediately prior to the Closing.

Share Conversion. Shareholder's right to exchange its PM Shares hereunder shall apply as to all, but not less than all, of the PM Shares. In the event Shareholder has complied with all of the conditions allowing for an exchange pursuant to this Agreement, the closing of any such exchange (the "Closing") shall occur at the offices of APS in Austin, Texas, on such day and at such time as the parties hereto may mutually agree upon, or in the failure to so agree, at 10:00 a.m. Austin, Texas time on the first business day that falls thirty (30) days after the later of (i) the Expiration Date, or (ii) in the event a Lock-Up Period (as hereinafter defined) is imposed pursuant to Section 4 hereof, the day on which such Lock-Up Period ends. For purposes hereof, any additional shares of Syntera stock of any class which Shareholder obtains pursuant to stock dividends, stock splits, reverse stock splits or recapitalizations to which Syntera or the PM Shares are subject after the date this Agreement was originally entered into as first written above shall also be considered to be included in the PM Shares; however, no adjustment or modification will be made to the Exchange Value as a result of any such transaction. At the Closing, Shareholder shall be entitled to receive such shares of APS Common as is determined by dividing Three Hundred Seventy Two Thousand Two Hundred Forty Dollars ($372,240) by the average of the "bid" and "ask" prices for APS Common as quoted by the National Association of Securities Dealers Automated Quotation System at the close of trading on each of the last five (5) business days immediately preceding the Closing Date. At the Closing, Shareholder shall tender its share certificate(s) for all of the PM Shares, duly endorsed in blank, to APS, and shall also provide APS with an executed blank stock power, in form and substance reasonably acceptable to APS, wherein Shareholder represents and warrants to APS (i) that Shareholder has all necessary legal capacity, power and authority to engage in the transactions contemplated hereby, and (ii) that Shareholder owns all interests in and to the PM Shares and that the PM Shares are being transferred to APS free and clear of all liens, claims or encumbrances of any kind whatsoever. The shares of APS Common that Shareholder receives in the exchange are hereinafter referred to as the "New APS Shares." The parties acknowledge and agree that Shareholder shall receive a whole number of shares of APS Common only, and that any fr...

Share Conversion. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of any corporation, each share of capital stock of the Company will be converted into the right to receive the consideration payable pursuant to Section 2(k). Each share of the capital stock of the Company issued and outstanding immediately prior to the Effective Time and owned directly or indirectly by the Company as treasury stock, if any, will be cancelled and retired, and no cash, PentaStar Shares or other consideration shall be delivered or payable in exchange therefor. Each share of the capital stock of the Acquiror issued and outstanding immediately prior to the Effective Time will remain issued and outstanding.

Share Conversion. 4.1 In the event that the Subscriber ceases to be an employee, the Company shall notify the Subscriber in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares held by the Subscriber which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by the Subscriber in the Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2 In the event a Company Conversion Information Notice is served pursuant to clause 4.1, the Subscriber shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Subscriber Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. This provision is without prejudice to clause 6.1(b)(iii). 4.3 In the event that a Sale is to occur, the Company may notify the Subscriber in writing by service of a Company Conversion Information Notice of: (a) the number of Subscriber Shares which will be the subject of the Conversion Notice, being the number of Subscriber Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the date of the Sale or (in the case only of a Sale which does not consist of a sale of the entire issued share capital of the Company and only where the Investor Director gives his consent) such number of Subscriber Shares as is determined by the Board; and (b) the date to be specified by the Subscriber in the Conversion Notice for the Subscriber Shares (or a proportion thereof) to convert into Deferred Shares, such date to be the date of the Sale (with the Conversion Notice taking effect immediately prior to the relevant Sale). Table of Contents 4.4 In the event a Company Conversion Information Notice is served pursuant to clause 4.3, the Subscriber shall, prior to the Conversion Date (but in any event within 7 days of receipt of the Company Conversion Information Notice), serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7...

Share Conversion. At the Closing Date, by virtue of the Merger and without any action on the part of the holder of any share of capital stock of any corporation, each issued and outstanding share of capital stock of the Company shall be converted into the right to receive a portion of the consideration payable pursuant to Section 2.1(k) determined by dividing the aggregate consideration so payable by the number of Company Shares outstanding at the Closing Date; provided, however, that each share of capital stock of the Company which is owned directly or indirectly by the Company (treasury stock) immediately prior to the Closing Date, if any, shall be cancelled and retired, and no cash, PentaStar Shares or other consideration shall be delivered or payable in exchange therefor. Each share of the capital stock of the Acquiror issued and outstanding immediately prior to the Closing Date shall remain issued and outstanding.

Share Conversion. 4.1 In the event that the Employee ceases to be an employee, the Company shall notify the Employee in writing, as soon as reasonably practicable before or after the Relevant Cessation Date, by a notice substantially in the form set out in schedule 1 (“Company Conversion Information Notice”) of: (a) the number of Employee Shares which will be the subject of the Conversion Notice, being the number of Employee Shares which are not “Vested” (pursuant to schedule 2 to this agreement) as at the Relevant Cessation Date; and (b) the date to be specified by the Employee in the Conversion Notice for the Employee Shares (or a proportion thereof) to convert into Deferred Shares, such date to be a date as soon as reasonably practicable before or after the Relevant Cessation Date. 4.2 In the event a Company Conversion Information Notice is served pursuant to clause 4.1, the Employee shall, within 7 days of receipt of the Company Conversion Information Notice, serve a Conversion Notice on the Company, requiring the Company, pursuant to Article 7.7, to convert the number of Employee Shares equal to the Conversion Number into Deferred Shares with effect from the Conversion Date. 4.3 In the event that the Employee ceases to be an employee after 7 March 2015, the Company shall determine the Employee to be a “Good Leaver” (subject to the Investor Director voting in favour of such determination) in respect of the Employee Shares held by him for the purposes of the Articles.