Company Common Shares. Upon the Effective Time, each Company Common Share outstanding immediately prior to the Effective Time shall remain outstanding and shall represent one validly issued, fully paid and nonassessable Company Common Share.
Company Common Shares. Each Company Common Share issued and outstanding immediately prior to the Effective Time (other than any Company Common Shares to be cancelled pursuant to Section 3.1(a)(iii) or Section 3.4 or as to which appraisal rights are perfected pursuant to Section 3.5) shall be converted into the right to receive at the Effective Time, without interest, either (i) in the case of any Company Common Share then held by the Founders, the Founder Per Share Amalgamation Closing Consideration or (ii) in the case of any Company Common Share then held by any Company Equity Securityholder other than the Founders, the Management Per Share Amalgamation Closing Consideration.
Company Common Shares. As of the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of any holder of shares of the Company or any shares in Parent, the following shall occur:
Company Common Shares. Except as provided in Section 3.1(a)(iii) or Section 3.2 and subject to Section 3.5, each Company Common Share issued and outstanding immediately prior to the Company Merger Effective Time, other than Company Common Shares to be canceled in accordance with Section 3.1(a)(iii), shall be automatically converted into the right to receive 0.674 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Merger Consideration”), without interest, but subject to any withholding required under applicable tax Law, plus the right, if applicable, to receive pursuant to Section 3.8, cash in lieu of fractional shares of Parent Common Stock (the “Fractional Share Consideration”) into which such Company Common Shares would have been converted pursuant to this Section 3.1(a)(ii). All Company Common Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share (a “Book-Entry Share”) that immediately prior to the Company Merger Effective Time evidenced Company Common Shares shall cease to have any rights with respect to such Company Common Shares, except, in all cases, the right to receive the Merger Consideration, without interest, in accordance with this Section 3.1(a)(ii), including the right, if any, to receive the Fractional Share Consideration, together with the amounts, if any, payable pursuant to Section 3.3(e).
Company Common Shares. Each share of common stock, no par value per share, of the Company (as described in Section 3.04 below) ("COMPANY COMMON STOCK") issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.01(c)), shall be converted, subject to Section 2.02(e), into the right to receive that number of shares of Class A common stock, par value $.01 per share, of XxXxxx ("XXXXXX COMMON STOCK") (the "MERGER CONSIDERATION") determined by dividing 1,203,007 ($40,000,000 divided by $33.25, the average of the closing bid and ask price for XxXxxx Common Stock quoted on the National Association of Securities Dealers' Automated Quotation System on the date hereof as reported in the WALL STREET JOURNAL) by the Total Outstanding Company Shares (as defined below) (the "COMMON SHARE EXCHANGE RATIO"). All such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the right to receive (i) a certificate representing whole shares of XxXxxx Common Stock into which such Company Common Stock was converted pursuant to the Merger, and (ii) an amount in cash, without interest, in lieu of fractional shares. No fractional share of XxXxxx Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to Section 2.02(e) hereof. In any event, if between the date of this Merger Agreement and the Effective Time the outstanding shares of XxXxxx Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Common Share Exchange Ratio shall be appropriately and correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. As used in this Merger Agreement, the term "TOTAL OUTSTANDING COMPANY SHARES" shall mean the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.01(c)).
Company Common Shares. On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Cancelled Company Common Shares and, if applicable, Dissenting Shares) shall be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price, without interest thereon (the “Merger Consideration”); provided, however, that the Merger Consideration shall be automatically adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Shares occurring after the Acceptance Time and prior to the Effective Time. From and after the Effective Time, all Company Common Shares (other than Cancelled Company Common Shares and, if applicable, Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled, extinguished and cease to exist, and each holder of a Certificate or Book-Entry Share theretofore representing any Company Common Shares (other than Cancelled Company Common Shares and, if applicable, Dissenting Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable therefor upon the surrender or transfer thereof in accordance with the provisions of Section 2.7. The Merger Consideration paid in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Common Shares. From and after the Effective Time, there shall be no further registration of transfers on the records of the Surviving Corporation of Company Common Shares that were issued and outstanding immediately prior to the Effective Time, other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time, and if, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II.
Company Common Shares. Each Company Common Share (excluding treasury stock (which for this purpose shall not include any shares held by a trustee under any of the Company’s or the Subsidiaries’ deferred compensation plans) and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall, at the election of the holder thereof, be converted into the right to receive:
Company Common Shares. Each Company Share (other than Dissenting Shares and shares that are owned by the Company as treasury stock) shall be cancelled and automatically converted into the right to receive, subject to and in accordance with this Agreement, the Per Share Adjusted CEMC.
Company Common Shares. Such Company Shareholder holds of record and owns beneficially the number of Company Common Shares set forth next to his or her or its name on Schedule 3.2, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), taxes, security interests, liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Such Company Shareholder is not a party to any option, warrant, purchase right, or other contract or commitment that could require such Company Shareholder to sell, transfer, or otherwise dispose of any capital stock of the Company (other than this Agreement). Such Company Shareholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.
Company Common Shares. Each Company Common Share issued and outstanding or held in treasury immediately prior to the Effective Time shall be converted into one Holdings Common Share, and all Company Common Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each certificate (a “Company Common Certificate”) formerly representing any of such Company Common Shares shall thereafter be deemed for all purposes to represent the number of Holdings Common Shares into which such Company Common Shares were converted pursuant to this Section 2.1(a) until such time as the holder thereof shall, pursuant to Section 2.3, have exchanged such Company Common Certificate for a certificate representing the Holdings Common Shares into which the Company Common Shares formerly represented by such Company Common Certificate were so converted.
