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. Pursuant to the Arrangement, (A) each Company Class A Preferred Share that is issued and outstanding immediately prior to the Arrangement Effective Time (other than any shares of treasury stock referred to in Section 2.9(b)(iii) and any Dissenting Shares) shall automatically be exchanged for one newly issued Company Class A Common Share, (B) each Company Common Share that is issued and outstanding immediately prior to the Arrangement Effective Time (other than any shares of treasury stock referred to in Section 2.9(b)(iii) and any Dissenting Shares), along with each Company Class A Common Share issued to former holders of Company Class A Preferred Shares in accordance with subclause (A) above, shall automatically be exchanged for the right to receive, upon delivery of the Transmittal Documents in accordance with Section 2.11 and the Plan of Arrangement, such number of newly issued (1) shares of SPAC Class A Common Stock (in the case of Company Non-Electing Shareholders), or (2) ExchangeCo Exchangeable Shares (in the case of Company Electing Shareholders) that is equal to the Company Exchange Ratio, as such calculations are set forth in the Payment Spreadsheet as to each holder set forth therein (the “Arrangement Consideration Shares”), without interest, subject to rounding pursuant to Section 2.11(g). The portion of the Arrangement Consideration Shares constituting Seller Escrow Shares will be subject to the terms and conditions set forth in Section 2.15. As of the Arrangement Effective Time, each Company Shareholder shall cease to have any other rights in and to the Company (other than the rights set forth in Section 2.13(a) to the extent applicable to each such Company Shareholder). The Arrangement Consideration Shares exchanged for shares of Company Common Stock that are subject to service vesting requirements shall continue to be governed by the same terms and conditions (including vesting and forfeiture terms) as were applicable to the corresponding former Company Common Shares immediately prior to the Arrangement Effective Time, as applicable.
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. 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.
(ii) All Company Capital Shares, when so converted pursuant to Section 3.1(a)(i), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate previously representing any such shares shall cease to have any rights with respect thereto, except the right to receive the consideration set forth in Section 3.1(a)(i) in respect of any such Company Capital Shares.
(iii) All Company Capital Shares owned by Parent or Amalgamation Sub or any of their respective wholly owned Subsidiaries shall, by virtue of the Amalgamation, cease to be outstanding and shall be canceled and retired and no stock of Parent or other consideration shall be delivered in exchange therefor.
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, $1.00 par value per share, of the Company ("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 2,556,391 ($85,000,000 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. 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:
(i) 0.20398 shares of Acquiror Stock (the “Stock Exchange Ratio”); or
(ii) cash in the amount of $5.997 (the “Cash Exchange Ratio”).
Company Common Shares. On the terms and subject to the conditions set forth herein, at the First Effective Time, by virtue of the First Merger and without any further action on the part of any Party or any other Person, each Company Common Share issued and outstanding immediately prior to the First Effective Time will be automatically cancelled and extinguished and converted into the right to receive shares of Acquiror Common Stock equal to the Exchange Ratio, in each case with fractional shares (determined on an aggregate basis for each Pre-Closing Holder after combining all fractional shares each such holder would otherwise receive) rounded down to the nearest whole share.
Company Common Shares. Company shall issue and deliver to the Escrow Agent a stock certificate representing Ten Million Preferred (10,000,000) shares and Twenty Four Million Five Hundred Thousand (24,500,000) of Common Stock, duly executed and notarized by Company, and shall register such shares in the shareholder register of Company in the name of Membership Interest Owners or as instructed by Membership Interest Owners in writing;
Company Common Shares. Such Stockholder owns of record and beneficially the number of the Company Common Shares set forth opposite such Stockholder's name in EXHIBIT A. Such Company Common Shares are, and when delivered by such Stockholder to Zoll pursuant to this Agreement will be, duly authorized, validly issued, fully paid, non-assessable and free and clear of any and all liens, encumbrances, charges or claims under Article 8 of the Massachusetts Uniform Commercial Code or otherwise.
