Common use of Company Common Stock Clause in Contracts

Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be cancelled pursuant to Section 2.6(e), will be cancelled and extinguished and automatically converted (subject to Section 2.7) into the right to receive the Common Stock Merger Consideration upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 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 2.10).

Appears in 2 contracts

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

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Company Common Stock. Each outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 2.6(e), Dissenting Shares) will be cancelled and extinguished and will be converted automatically converted (subject to Section 2.7) into the right to receive the Common Stock Merger Consideration receive, upon surrender of the certificate representing such share shares of Company Common Stock, (A) the Per Share Stock in Consideration and (B) the manner provided in Section 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 2.10)Per Share Cash Consideration.

Appears in 2 contracts

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

Company Common Stock. Each outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 2.6(e), Dissenting Shares) will be cancelled and extinguished and will be converted automatically converted (subject to Section 2.7) into the right to receive the Common Stock Merger Consideration receive, upon surrender of the certificate representing such share shares of Company Common Stock in the manner provided in Section 2.8 (or in 1.8 hereof, the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 2.10)Common Stock Consideration.

Appears in 2 contracts

Samples: Merger Agreement (Harmonic Inc), Merger Agreement (Harmonic Inc)

Company Common Stock. Each At the Effective Time, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive that number of shares of Parent Common Stock equal to the quotient obtained by dividing the Merger Consideration by the number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be cancelled pursuant to Section 2.6(e), will be cancelled and extinguished and automatically converted (subject to Section 2.7) into the right to receive the Common Stock Merger Consideration upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 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 2.10).

Appears in 2 contracts

Samples: Merger Agreement (Intuit Inc), Merger Agreement (Intuit Inc)

Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock subject to be cancelled pursuant to Section 2.6(eSubsection 2.6(d), and excluding Dissenting Shares, will be cancelled and extinguished and be converted automatically converted (subject to Section 2.7) into the right to receive (i) the Common Stock Per Share Up Front Merger Consideration upon surrender of and (ii) with respect to the certificate representing such share of Company Common Stock held by the Controlling Stockholders, following each Release Date and subject to and in accordance with Article 9 and the manner provided in Section 2.8 (or in Escrow Agreement, the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bondPer Share Escrow Consideration, if required) in the manner provided in Section 2.10)any.

Appears in 1 contract

Samples: Merger Agreement (Stratasys Inc)

Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be cancelled pursuant to Section 2.6(e), Time will be cancelled and extinguished and automatically be converted (subject to Section 2.7) into the right to receive the Common Stock Merger Consideration receive, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 (or in hereof, the case of a lost, stolen or destroyed certificatePer Share Common Merger Consideration, upon delivery of an affidavit (the terms and bondsubject to the conditions set forth in this Agreement, if required) including, without limitation, this Section 2.6 and the escrow and indemnification provisions set forth in the manner provided in Section 2.10)Article X hereof.

Appears in 1 contract

Samples: Merger Agreement (Citrix Systems Inc)

Company Common Stock. Each share of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than any Dissenters’ Shares and shares to be canceled pursuant to Section 2.1(b)) shall be converted into and become the right to receive, without interest, the Per Common Payment. All such shares of Company Common Stock to Stock, when so converted, shall no longer be cancelled pursuant to Section 2.6(e), will outstanding and shall automatically be cancelled canceled and extinguished and automatically converted (subject to Section 2.7) into the right to receive the Common Stock Merger Consideration upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 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 2.10)retired.

Appears in 1 contract

Samples: Merger Agreement (Allscripts Healthcare Solutions Inc)

Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock subject to be cancelled pursuant to Section 2.6(eSubsection 2.6(d), and excluding Dissenting Shares, will be cancelled and extinguished and be converted automatically converted (subject to Section 2.7) into the right to receive (i) the Common Stock Per Share Upfront Merger Consideration upon surrender of and (ii) following the certificate representing such share of Company Release Date and subject to and in accordance with Article 9 and the Escrow Agreement, the Common Stock in the manner provided in Section 2.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bondPer Share Escrow Consideration, if required) in the manner provided in Section 2.10)any.

Appears in 1 contract

Samples: Merger Agreement (Intermec, Inc.)

Company Common Stock. Each share of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than any Dissenters’ Shares and shares to be canceled pursuant to Section 2.1(b)) shall be converted into and become the right to receive, without interest, the Per Common Consideration. All such shares of Company Common Stock to Stock, when so converted, shall no longer be cancelled pursuant to Section 2.6(e), will outstanding and shall automatically be cancelled canceled and extinguished and automatically converted (subject to Section 2.7) into the right to receive the Common Stock Merger Consideration upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 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 2.10)retired.

Appears in 1 contract

Samples: Merger Agreement (Allscripts Healthcare Solutions Inc)

Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be cancelled pursuant to Section 2.6(e)2.2(b) and any Dissenting Shares, will be cancelled and extinguished and automatically converted (subject to Section 2.7) into the right to receive receive, in cash, as set forth herein an amount equal to the Per Share Common Stock Merger Consideration upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 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 2.10)Consideration.

Appears in 1 contract

Samples: Merger Agreement (Arthrocare Corp)

Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than any shares of Dissenting Shares and Company Common Stock to be cancelled pursuant to Section 2.6(e), Restricted Stock) will be cancelled and extinguished and will be converted automatically converted (subject to Section 2.7) into the right to receive the Common Stock Merger Consideration receive, upon surrender of the certificate representing such share shares of Company Common Stock in Stock, an amount of cash equal to the manner provided in Section 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 2.10)Per Share Residual Amount.

Appears in 1 contract

Samples: Merger Agreement (Logitech International Sa)

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Company Common Stock. Each At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be cancelled pursuant to Section 2.6(e), will Time shall be cancelled and extinguished and automatically converted (subject to Section 2.7) into the right to receive an amount of cash (without interest) equal to the Consideration Per Common Stock Share, as set forth on the Final Merger Consideration upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 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 2.10)Spreadsheet.

Appears in 1 contract

Samples: Merger Agreement (Groupon, Inc.)

Company Common Stock. Each At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Time (excluding any shares of Company Common Stock to be cancelled pursuant to Section 2.6(e2.5(ii) and excluding any Dissenting Shares (as defined in Section 2.6), ) will be cancelled and extinguished and automatically converted (subject to Section 2.7) into the right to receive 0.0719513 shares (the "Exchange Ratio") of the Common Stock Merger Consideration upon surrender of the certificate representing such share of Company Parent ("Parent Common Stock in the manner provided in Section 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 2.10Stock").

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (724 Solutions Inc)

Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than any shares of Company Common Stock to be cancelled pursuant to Section 2.6(e), Dissenting Shares) will be cancelled and extinguished and automatically be converted (subject to Section 2.7) into the right to receive the Per Share Common Stock Merger Consideration upon surrender Consideration. The consideration payable in respect of the certificate representing such share of Company Common Stock shall be paid in the manner provided in Section 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 2.10)cash.

Appears in 1 contract

Samples: Merger Agreement (Ciena Corp)

Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than shares held in the Company’s treasury and Dissenting Shares, if any) shall automatically be canceled, retired and cease to exist and shall be converted, without any shares action on the part of Company Common Stock to be cancelled pursuant to Section 2.6(e)the holder thereof, will be cancelled and extinguished and automatically converted (subject to Section 2.7) into the right to receive (i) the Per Share Common Stock Merger Consideration upon surrender of Consideration, plus, to the certificate representing such share of Company Common Stock in the manner extent provided in Section 2.8 1.8(e), (or in ii) the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 2.10).Per Share Stockholder Representative Escrow Amount;

Appears in 1 contract

Samples: Merger Agreement (Alphatec Holdings, Inc.)

Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be cancelled canceled pursuant to Section 2.6(e)1.5(c) and the Dissenting Shares, will be cancelled canceled and extinguished and automatically converted (subject to Section 2.7) into the right to receive the Common Stock Merger Per Share Cash Consideration upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) indemnity in the manner provided in Section 2.101.14).

Appears in 1 contract

Samples: Merger Agreement (Gsi Lumonics Inc)

Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than but excluding any shares of Company Common Stock to be cancelled pursuant to described in Section 2.6(e)2.1(b) and the Dissenting Shares, will shall be cancelled and extinguished and automatically converted (subject to Section 2.7) into the right to receive the Common Stock Merger Conversion Consideration upon surrender of the certificate representing such share of Company Common Stock in the manner provided described in Section 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 2.102.1(a).

Appears in 1 contract

Samples: Merger Agreement (Bright Mountain Media, Inc.)

Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be cancelled canceled pursuant to Section 2.6(e2.6(c), will shall be cancelled canceled and extinguished and converted automatically converted (subject to Section 2.7) into the right to receive an amount in cash, without interest, equal to the Common Stock Merger Consideration upon surrender applicable Per Share Aggregate Consideration, payable to the holder of the certificate representing such share of Company Common Stock in the manner provided in Section 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 2.10)2.9.

Appears in 1 contract

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

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