The Converted Shares Clause Samples

The Converted Shares clause defines the terms and conditions under which certain shares, typically preferred shares, are converted into common shares. It outlines the conversion process, including the ratio at which shares are converted, any adjustments for stock splits or dividends, and the timing or triggers for conversion, such as an IPO or a majority vote by shareholders. This clause ensures clarity and fairness in the transition from preferred to common equity, protecting the interests of both investors and the company by specifying how ownership and voting rights change upon conversion.
The Converted Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other preferential rights, a sufficient number of its previously authorized but unissued shares of Common Stock to satisfy the rights of conversion of the holders of the Preferred Shares. Any shares of Common Stock issuable upon conversion of the Preferred Shares, and such shares when issued, are herein referred to as the "Converted Shares."
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The Converted Shares. All shares of the Company Common Stock converted into cash and/or Convertible Securities (the "Converted Shares") pursuant to this Section 2.1 no longer shall be outstanding and shall be canceled and retired and shall cease to exist, and each holder of certificate(s) representing any such shares thereafter shall cease to have any rights of beneficial ownership or otherwise in respect of such shares, except for the right to receive in respect of each of such shares, upon the surrender of such certificate(s) in accordance with Section 2.4, cash and/or Convertible Securities (in accordance with this Article II).
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The Converted Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other preferential rights, a sufficient number of its previously authorized but unissued shares of Common Stock to satisfy the rights of conversion of the holders of the Preferred Shares. Any shares of Common Stock issuable upon conversion of the Preferred Shares, and such shares when issued, are herein referred to as the "CONVERTED SHARES."
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The Converted Shares. At the time of the Closing, the Company shall have authorized and shall have reserved and the Company hereby covenants to continue to reserve, free of preemptive rights and other preferential rights, a sufficient number of its previously authorized but unissued shares of Common Stock to satisfy the rights of conversion of the holders of the Series D Preferred Stock. Any shares of Common Stock issuable upon conversion of the Series D Preferred Stock are herein referred to as the “Converted Shares.”
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The Converted Shares. The Company has authorized and has reserved and covenants to continue to reserve a sufficient number of its previously authorized but unissued shares of Common Stock, par value $.01 per share ("Common Stock"), to satisfy the rights of conversion of the holders of the Series C Preferred Stock and the Series BB Preferred Stock.
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The Converted Shares. At the time of the Closing, the Company shall have authorized and shall have reserved and the Company hereby covenants to continue to reserve, free of preemptive rights and other preferential rights, (i) a sufficient number of its previously authorized but unissued shares of Common Stock to satisfy the rights of conversion of the holders of the Series D Preferred Stock (including the Common Stock issuable upon the conversion of Series D Preferred Stock issuable upon the exercise of the Series D Warrants) and any other outstanding previously issued preferred shares and the exercise rights of the holders of the Common Stock Warrants and (ii) a sufficient number of its previously authorized but unissued shares of Series D Preferred Stock to satisfy the exercise rights of the holders of the Series D Warrants. Any shares of Common Stock issuable upon conversion of the Series D Preferred Stock (including the Common Stock issuable upon the conversion of Series D Preferred Stock issuable upon the exercise of the Series D Warrants) and any other outstanding previously issued preferred shares, and such shares when issued, are herein referred to as the "Converted Shares." Any shares of Series D Preferred Stock and Common Stock issuable upon the exercise of the Warrants, and such shares when issued, are herein referred to as "Warrant Shares."
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Related to The Converted Shares

  • TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. The Company will not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • 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.

  • Founder Shares In July 2024, K&F Growth Acquisition LLC II, a Delaware limited liability company (the “Sponsor”), purchased from the Company 9,583,333 Class B ordinary shares (the “Founder Shares”), for an aggregate consideration of $25,000, in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earliest of: (i) one year following the consummation of the Business Combination; (ii) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination; or (iii) subsequent to the consummation of a Business Combination, the date on which the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-day trading period commencing at least 150 days after our initial business combination, or the date on which we consummate a transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 1,250,000 Founder Shares) such that the Founder Shares then outstanding will comprise 25% of the issued and outstanding Class A Ordinary Shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option (not including the Private Placement Shares).

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.