Cancellation and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any securities of the Company:
Cancellation and Conversion of Securities. 1 1.1. The Merger..........................................................................................1 1.2. The Closing.........................................................................................1 1.3. Effective Time......................................................................................2 1.4. Effects of the Merger...............................................................................2 1.5. Certificate of Incorporation of the Surviving Corporation...........................................2 1.6. Bylaws of the Surviving Corporation.................................................................2 1.7. Directors and Officers of the Surviving Corporation.................................................2 1.8. Cancellation and Conversion of Securities...........................................................2 1.9.
Cancellation and Conversion of Securities. At the Effective Time, each of the 100 shares of the issued and outstanding common stock of Newco owned by the sole shareholder of Newco immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Newco, Midland or the holders of the capital stock of Newco or Midland, shall be cancelled. At the Effective Time:
Cancellation and Conversion of Securities. 2 1.5 DISSENTING SHARES. 2 1.6 CERTAIN EQUITY-BASED PLANS. 3 1.7 SURRENDER OF SECURITIES; FUNDING OF PAYMENTS; STOCK TRANSFER BOOKS. 3 1.8 EXCHANGE OF MERGER SUBSIDIARY COMMON STOCK. 5 1.9 CERTIFICATE OF INCORPORATION; BYLAWS; DIRECTORS AND OFFICERS. 5 1.10 ADJUSTMENT TO UNADJUSTED CONSIDERATION. 5 ARTICLE 2
Cancellation and Conversion of Securities. At the Effective Time, automatically by virtue of the Merger and without any further action on the part of Merger Subsidiary, the Company, the Surviving Corporation or the holders of any of the following securities: (a) Each share of the Company's common stock, par value $.10 per share ("Company Common Stock"), issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.4(b) and Dissenting Shares (as defined in Section 1.5) ("Converted Shares"), shall be canceled, extinguished and converted into and become a right to receive $4.00 in net cash per share without any interest thereon (the "Unadjusted Consideration") subject to adjustment as set forth in Section 1.10 (such Unadjusted Consideration after giving effect to the adjustment, if any, described in Section 1.10 is referred to herein as the "Merger Consideration"), subject to appropriate further adjustment for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange with respect to the Company Common Stock occurring before the Effective Time. (b) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time that is held in treasury of the Company or is then owned by Parent, Merger Subsidiary or any direct or indirect wholly owned subsidiary of Parent or the Company shall be canceled, extinguished and retired without payment of any consideration therefor and without any conversion thereof. (c) Each share of any class of capital stock of the Company other than Company Common Stock will be canceled without payment of any consideration therefor and without any conversion thereof. (d) Each share of Merger Subsidiary's common stock, par value $.01 per share ("Merger Subsidiary Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation. (e) Each certificate previously evidencing Converted Shares (a "Certificate") shall thereafter solely represent the right to receive the Merger Consideration pursuant to Section 1.4(a) and the holders of Certificates shall cease to have any rights with respect to the Converted Shares represented by such Certificates except as otherwise provided herein or by law. 1.5
