Common use of Company Common Stock Clause in Contracts

Company Common Stock. Each share of Company Common Stock that is outstanding immediately prior to the Effective Time (excluding (A) Cancelled Company Shares, and (B) any Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon, which shall be payable upon the surrender of the certificate evidencing such share of Company Common Stock in the manner provided in Section 3.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.10).

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Skullcandy, Inc.), Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Mill Road Capital II, L.P.)

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Company Common Stock. Each share of Company Common Stock that is outstanding immediately prior to the Effective Time (excluding other than (A) Cancelled Company Shares, and (B) any Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon, which shall be payable upon the surrender of the certificate evidencing representing such share of Company Common Stock in the manner provided in Section 3.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.10).

Appears in 6 contracts

Samples: Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Coast Distribution System Inc), Agreement and Plan of Merger (E2open Inc)

Company Common Stock. Each share of Company Common Stock that is outstanding immediately prior to the Effective Time (excluding other than (A) Cancelled Company Shares, Shares and (B) any Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon, which shall be payable upon the surrender of the certificate evidencing representing such share of Company Common Stock in the manner provided in Section 3.8 2.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.102.10).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Mattson Technology Inc), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

Company Common Stock. Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding (A) Cancelled Time, other than any shares of Company SharesCommon Stock to be cancelled pursuant to Section 2.6(e), and (B) any Dissenting Company Shares) shall will be canceled cancelled and extinguished and automatically converted (subject to Section 2.7) into the right to receive cash in an amount equal to the Offer Price (the “Common Stock Merger Consideration”), without interest thereon, which shall be payable Consideration upon the surrender of the certificate evidencing representing such share of Company Common Stock in the manner provided in Section 3.8 2.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 3.102.10).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McAfee, Inc.), Agreement and Plan of Merger (Secure Computing Corp)

Company Common Stock. Each outstanding share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding other than Dissenting Shares) will be cancelled and extinguished and will be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Company Common Stock, (A) Cancelled Company Shares, the Per Share Stock Consideration and (B) any Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Per Share Cash Consideration”), without interest thereon, which shall be payable upon the surrender of the certificate evidencing such share of Company Common Stock in the manner provided in Section 3.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.10).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Harmonic Inc), Agreement and Plan of Merger (Limelight Networks, Inc.)

Company Common Stock. Each outstanding share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding (A) Cancelled Company Shares, and (B) any other than Dissenting Company Shares) shall will be canceled cancelled and extinguished and will be converted automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”)receive, without interest thereon, which shall be payable upon the surrender of the certificate evidencing representing such share shares of Company Common Stock in the manner provided in Section 3.8 (or in 1.8 hereof, the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.10)Common Stock Consideration.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harmonic Inc), Agreement and Plan of Merger (Harmonic Inc)

Company Common Stock. Each share of Company Common Stock that is outstanding immediately prior to the Effective Time (excluding other than (A) Cancelled Company Shares, Shares and (B) any Dissenting Company Shares) shall be canceled and extinguished and automatically converted into into, and thereafter represent only, the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon, which shall be payable upon the surrender of the certificate evidencing representing such share of Company Common Stock in the manner provided in Section 3.8 2.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.102.10).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omnivision Technologies Inc)

Company Common Stock. Each share of Company Common Stock that is outstanding immediately prior to the Effective Time (excluding other than (A) Cancelled Company Shares, (B) Accepted Company Shares, and (BC) any Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon, which shall be payable upon the surrender of the certificate evidencing representing such share of Company Common Stock in the manner provided in Section 3.8 2.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.102.10).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)

Company Common Stock. Each share of Company Common Stock that is outstanding immediately prior to the Effective Time (excluding other than (A) Cancelled Company Shares, Shares and (B) any Dissenting Company Shares) shall be canceled cancelled and extinguished and automatically converted into into, and thereafter represent only, the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon, which shall be payable upon the surrender of the certificate evidencing representing such share of Company Common Stock or the Uncertificated Shares in the manner provided in accordance with Section 3.8 2.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.102.10).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xcerra Corp)

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Company Common Stock. Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding (A) Cancelled Company Shareswill, and (B) any Dissenting Company Shares) shall at the Effective Time, be canceled and extinguished and be converted automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”)receive, without interest thereon, which shall be payable upon the surrender of the certificate evidencing representing such share of Company Common Stock in the manner provided in Section 3.8 2.5(c) an amount of cash equal to the Common Exchange Ratio (or in the case of a lostwhich, stolen or destroyed certificateit is understood, may be zero), upon delivery of an affidavit the terms and subject to conditions set forth below and throughout this Agreement, including, without limitation, the escrow provisions set forth in the manner provided in Section 3.10)Article VIII.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Larscom Inc)

Company Common Stock. Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding (ATime, other than any shares of Company Common Stock to be canceled pursuant to Section 1.5(c) Cancelled Company and the Dissenting Shares, and (B) any Dissenting Company Shares) shall will be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon, which shall be payable Per Share Cash Consideration upon the surrender of the certificate evidencing representing such share of Company Common Stock in the manner provided in Section 3.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit and indemnity in the manner provided in Section 3.101.14).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gsi Lumonics Inc)

Company Common Stock. Each share of Company Common Stock that is outstanding immediately prior to the Effective Time (excluding other than (A) Cancelled Company Shares, and (B) any Dissenting Company Shares) shall be canceled cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon, which shall be payable upon the surrender of the certificate evidencing representing such share of Company Common Stock in the manner provided in Section 3.8 2.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.102.10).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jive Software, Inc.)

Company Common Stock. Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding (A) Cancelled Time, other than any Company SharesCommon Stock to be canceled pursuant to Section 2.6(c), and (B) any Dissenting Company Shares) shall be canceled and extinguished and converted automatically converted into the right to receive cash in an amount in cash, without interest, equal to the Offer Price (applicable Per Share Aggregate Consideration, payable to the “Merger Consideration”), without interest thereon, which shall be payable upon the surrender holder of the certificate evidencing such share of Company Common Stock in the manner provided in Section 3.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.10)2.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WaferGen Bio-Systems, Inc.)

Company Common Stock. Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding (Aother than Dissenting Shares and Company Restricted Stock) Cancelled Company Shares, and (B) any Dissenting Company Shares) shall will be canceled cancelled and extinguished and will be converted automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”)receive, without interest thereon, which shall be payable upon the surrender of the certificate evidencing representing such share shares of Company Common Stock in Stock, an amount of cash equal to the manner provided in Section 3.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.10)Per Share Residual Amount.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Logitech International Sa)

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