Status and Conversion of Securities Clause Samples
The "Status and Conversion of Securities" clause defines the legal standing of issued securities and outlines the conditions under which they may be converted into other types of securities, such as shares or different classes of stock. Typically, this clause specifies whether the securities are considered debt or equity, details the conversion ratio or formula, and sets forth any events or timeframes that trigger conversion rights. By clearly establishing these terms, the clause ensures that both the issuer and holders understand their rights and obligations, thereby reducing uncertainty and potential disputes regarding the treatment and transformation of securities.
Status and Conversion of Securities. The manner of converting the shares of the capital stock of the Constituent Corporations and outstanding options and warrants to purchase shares of Company Common Stock and the amount of consideration which the holders of such securities are to receive in exchange for such securities are as follows:
Status and Conversion of Securities. At the Closing Date and upon the effectiveness of the Merger:
Status and Conversion of Securities. The status of the outstanding capital stock of each of the Constituent Corporations and the manner and basis of converting the shares of capital stock of each of the Constituent Corporations into or for shares of capital stock of the Surviving Corporation or into or for Parent Shares or cash (for fractional shares), as the case may be, at the Effective Time shall be as follows:
(a) Each share of Common Stock, without par value, of LRA-CA outstanding as of the Effective Time shall remain one fully paid and non- assessable share of Common Stock, without par value, of the Surviving Corporation.
(b) All of the shares of Common Stock of Medtext outstanding as of the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted at the Effective Time into (collectively, the "Purchase Price"):
(i) a 7% Junior Subordinated Promissory Note in the principal amount of $107,023 (the "Note") payable to the Shareholder, which Note shall provide that it is immediately accelerated should the Parent consummate a public offering of shares of its common stock;
(ii) cash in the amount of $428,093 payable by wire transfer or delivery of other immediately available funds to the Shareholder on the Closing Date in accordance with wiring instructions delivered by the Shareholder to LRA- CA at least three business days prior to Closing (the "Cash Payment"); and
(iii) an aggregate of 60,865.764 shares of the common stock of Parent,$.01 par value per share (the "Parent Shares") as will constitute an agreed upon value of $517,359 and at the Parent Shares Value (the "Deferred Purchase Price") which shall be delivered to the Escrow Agent at the Closing.
(c) In approximately one (1) year after the Closing Date, the LRA Companies' Accountants shall determine the amount of EBITDA, if any, of the Medtext division of LRA-CA during the twelve (12) month time period beginning with the first full month after the Closing Date ("Medtext Profits"). The Medtext Profits shall then be multiplied by 6.25 with such sum minus the amount of $560,472 being determined (the "Parent Shares Calculation"). To the extent that the Parent Shares Calculation equals or exceeds the amount of $517,359, the entire amount of the Parent Shares shall be deemed owned by the Shareholder and shall be released by the Escrow Agent and pledged pursuant to the Pledge Agreement. To the extent that the Parent Shares Calculation is less than $517,359, the percentage by which th...
Status and Conversion of Securities. The manner and basis of converting the shares of the capital stock of the Constituent Corporations in the Merger and the nature and amount of securities of the Parent which the holders of shares of Company Common Stock are to receive in exchange for such shares in the Merger are as follows:
Status and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holders therefor:
(a) Each share of Common Stock held by the Company as a treasury share shall be canceled and retired and no consideration shall be delivered in exchange therefor.
(b) Each outstanding share of Common Stock held by any of the MEDIQ Parties shall be canceled and retired and no consideration shall be delivered in exchange therefor.
(c) Each outstanding share of Common Stock, other than (i) the shares of Common Stock held by ▇▇▇▇▇▇, (ii) the shares of Common Stock held by the Company as treasury shares, (iii) the outstanding shares of Common Stock held by any of the MEDIQ Parties and (iv) Dissenting Shares (as defined herein), shall be converted into the right to receive the General Merger Consideration. As of the Effective Time, each such share of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate (as defined herein) shall cease to have any rights with respect thereto, except the right to receive the General Merger Consideration. For purposes hereof, each valid certificate representing any share of Common Stock outstanding immediately prior to the Effective Time (other than shares held by any MEDIQ parties) is referred to herein as a "Certificate."
(d) The shares of Common Stock held by ▇▇▇▇▇▇ shall be converted into the right to receive the ▇▇▇▇▇▇ Merger Consideration. As of the Effective Time, each such share of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate in respect thereof shall cease to have any rights with respect thereto, except the right to receive the ▇▇▇▇▇▇ Merger Consideration.
(e) Each outstanding share of common stock of Acquisition Corp. shall be converted into one validly issued, fully paid and nonassessable share of common stock, $.01 par value per share, of the Surviving Corporation.
Status and Conversion of Securities. At the Effective Time, by virtue of ----------------------------------- the Merger and without any action on the part of the holders thereof:
(1) Each share of capital stock of SCC (each an "SCC Share" and, collectively, the "SCC Shares"), which is being held by SCC as treasury shares shall be canceled and retired without any payment therefor.
(2) All of the SCC Shares and any and all warrants, options and other rights to acquire SCC Shares (the "SCC Acquisition Rights") outstanding immediately prior to the Effective Time shall be converted, in the aggregate, into the right to receive cash, shares of common stock of AFC (the "AFC Shares") and warrants, options and other rights to acquire AFC Shares (the "AFC Acquisition Rights") as set forth below. The total consideration payable to the holders of SCC Shares (the "SCC Shareholders") for their SCC Shares and to the holders of SCC Acquisition Rights for such SCC Acquisition Rights, subject to adjustment as hereinafter provided, shall equal (i) Sixty Six Million Six Hundred Fifty-One Thousand One Hundred Sixty ThreeDollars ($66,651,163) less (ii) the amount of any Debt (as ---- defined in Paragraph ▇.▇▇.) of SCC or the Subsidiaries which remains unpaid as of the Closing Date less (iii) any investment ---- banking, legal or accounting fees incurred by SCC or the SCC Shareholders in connection with the transactions contemplated herein which are in excess of the amounts required to be paid by SCC as set forth in Paragraph 4.e. below; and less (iv) any other fees and ---- expenses or other transaction costs required to be paid by the SCC Shareholders as provided in Paragraph 18 below or by or any other provision of this Agreement or any other agreement referred to herein the payment of which has not been made or provided for by the SCC Shareholders as of the Closing (the result being referred to as the "Base Purchase Price"); less
Status and Conversion of Securities. The manner of converting or canceling the Capital Securities of the Company and Merger Sub in the Merger shall be as set forth below in this Section 2.4.
Status and Conversion of Securities. The status of the outstanding ----------------------------------- capital stock of each of the Constituent Corporations and the manner and basis of converting the shares of capital stock of each of the Constituent Corporations into or for shares of capital stock of the Surviving Corporation or into or for Parent Shares or cash (for fractional shares), as the case may be, at the Effective Time shall be as follows:
(a) Each share of Common Stock, without par value, of LRA-CA outstanding as of the Effective Time shall remain one fully paid and non- assessable share of Common Stock, without par value, of the Surviving Corporation.
(b) All of the shares of Common Stock of JCR outstanding as of the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted at the Effective Time into (collectively, the "Purchase Price"):
(i) an aggregate of 46,118,117 shares of the common stock of Parent, $.01 par value per share (the "Parent Shares") as will constitute an agreed upon value of $ 392,004 and at the Parent Shares Value;
(ii) a 7% Junior Subordinated Promissory Note in the principal amount of $78,401 (the "Note") payable to the Shareholder, which Note shall provide that it is immediately accelerated should the Parent consummate a public offering of shares of its common stock; and
(iii) cash in the amount of $313,603 payable by wire transfer or delivery of other immediately available funds to the Shareholder on the Closing Date in accordance with wiring instructions delivered by the Shareholder to LRA-CA at or prior to Closing (the "Cash Payment").
Status and Conversion of Securities. 12 Section 3.2
Status and Conversion of Securities. At the Effective Time, as a result of the Merger and without any action on the part of the holder of any capital stock of the Surviving Corporation: