Common Stock Merger Consideration. 3 Company................................................................... 1
Common Stock Merger Consideration. Section 1.8(a)(i)......................3
Common Stock Merger Consideration. Each share of Chateau Common Stock issued and outstanding immediately prior to the Effective Time of the Merger (other than shares to be canceled in accordance with Section 1.7(b)) shall be converted into the right to receive the Common Stock Merger Consideration. At the Effective Time of the Merger all shares of Chateau Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time of the Merger represented any such shares (each a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Common Stock Merger Consideration described above and to receive any dividends declared, in accordance with the terms hereof, payable to holders of record of shares of Chateau Common Stock as of a record date preceding the Effective Time of the Merger, and unpaid as of the Effective Time of the Merger. Following the Effective Time of the Merger, upon surrender of Certificates representing shares of Chateau Common Stock in accordance with Section 1.8, the Surviving Company shall pay to the holders of such Certificates as of the Effective Time of the Merger any such dividends which remain unpaid at the Effective Time.
Common Stock Merger Consideration. Each share of Common Stock (“Common Shares”) issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Converted Shares and Dissenting Shares (collectively, “Excluded Shares”)) shall at the Effective Time automatically be cancelled and converted into the right to receive $11.50 per Share in cash (the “Common Stock Merger Consideration”), without interest and subject to applicable withholding taxes pursuant to Section 2.7(g), whereupon such Common Shares will cease to exist and no longer be outstanding, and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Common Stock Merger Consideration, without interest, upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.7.
Common Stock Merger Consideration. 2.01(a)(i) Company Stock............................................... 2.01(a)(iv) Company Stock Option........................................ 2.03(a) Company Stock Option Plan................................... 2.03(a) DGCL........................................................
Common Stock Merger Consideration. Parent shall issue such number of shares of Parent Common Stock with an aggregate value of $2,704,470.00, based on the average of the last sale prices of the Parent Common Stock reported on xxx.xxxxxxxxxx.xxx on each of the last five business days immediately prior to the Effective Date (the “Initial Common Stock Merger Consideration”). The Initial Common Stock Merger Consideration shall be paid to the Company Members in accordance with their pro rata share of the membership interests of the Company as set forth on Exhibit A (“Company Member Pro Rata Share”).
Common Stock Merger Consideration. The Final Merger Consideration minus the product of (i) the total number of shares of Series C Preferred Stock and Series D Preferred Stock outstanding immediately prior to the Effective Time and (ii) $25.00. Company: Defined in introductory paragraphs. Company Disclosure Schedule: Defined in the introductory paragraph of Article 4. Company ERISA Affiliate: Defined in Section 4.17(a). Company Facilities: Defined in Section 4.14(a).
Common Stock Merger Consideration. The "Common Stock Merger Consideration" shall mean the quotient of (x) the result of (A) $236 Million plus (B) the Aggregate Option Exercise Price, divided by (y) Aggregate Company Share Number
Common Stock Merger Consideration. Subject to Section 2.1(b) and Section 2.1(d), each share of common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the Effective Time (such shares, collectively, “Company Common Stock,” and each, a “Common Share”), other than any Cancelled Shares (to the extent provided in Section 2.1(b)) and any Shares held by Dissenting Stockholders, if any, shall thereupon be converted automatically into and shall thereafter represent the right to receive $6.50 in cash in accordance with Section 2.2 (the “Common Stock Merger Consideration”), without interest. All Common Shares that have been converted into the right to receive the Common Stock Merger Consideration as provided in this Section 2.1(a)(i) shall be automatically cancelled and retired and shall cease to exist, and each holder of a certificate (or Common Shares in book-entry form) which immediately prior to the Effective Time represented such Common Shares shall cease to have any rights with respect to such Common Shares other than the right to receive the Common Stock Merger Consideration, without interest, in accordance with this Section 2.1(a)(i) and Section 2.2 hereof.
Common Stock Merger Consideration. 1 Outside Date.....................47
