Company Series A Stock. Each share of the Company Series A Stock issued and outstanding immediately before the Effective Time shall be converted into and represent only the right to receive an amount in cash, without any interest thereon, equal to the Per Share Merger Consideration.
Company Series A Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Series A Stock that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without the need for any further action on the part of the holder thereof (except as expressly provided herein), be converted into and represent the right to receive a number of shares of Acquiror Common Stock equal to the Series A Conversion Number. The number of shares of Acquiror Common Stock each Company Stockholder is entitled to receive for the shares of Company Series A Stock held by such Company Stockholder shall be rounded up or down to the nearest whole share and computed after aggregating all shares of Company Series A Stock held by such Company Stockholder. The preceding provisions of this Section 2.1(b)(ii) are subject to the provisions of Section 2.1(d) (regarding rights of holders of Dissenting Shares) and Section 2.3 (regarding the withholding of Escrow Shares and Escrow Expense Shares).
Company Series A Stock. At the Effective Time, each share of Company Series A Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by the Company) shall be automatically converted into, subject to and in accordance with Section 1.10, (1) the right to receive an amount of cash (without interest) equal to the Closing Per Share Amount and (1) the contingent right to receive the Escrow Per Share Amount and Expense Fund Per Share Amount (in each case, as provided in this Agreement and the Escrow Agreement, at the respective times and subject to the contingencies specified herein and therein). The amount of cash each Company Stockholder is entitled to receive for the shares of Company Series A Stock held by such Company Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Series A Stock held by such Company Stockholder.
Company Series A Stock. Each share of Company Series A Stock held by a Converting Holder immediately prior to the Effective Time shall be cancelled and automatically converted into the right to receive, subject to and in accordance with Section 1.4, an amount in cash, without interest, equal to the Series A Per Share Amount. The amount of cash each Converting Holder holding shares of Company Series A Stock is entitled to receive for such shares of Company Series A Stock shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Series A Stock held by such Converting Holder.
Company Series A Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Series A Stock that is issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by Company) will, by virtue of the Merger and without any further action on the part of Acquirer, Sub, Company or the holder thereof (except as expressly provided herein), be converted into and represent the right to receive an amount of cash (without interest) equal to the Series A Cash Amount Per Share. The amount of cash that each Effective Time Holder is entitled to receive pursuant to this Section 2.2(b)(i) shall be rounded to the nearest cent and computed after aggregating all cash such Effective Time Holder is entitled to receive pursuant to this Section 2.2(b). The preceding provisions of this Section 2.2(b)(i) are subject to the provisions of Section 2.2(e) (regarding withholding rights) and Section 2.4 (regarding the Escrow Cash and Expense Funds).
Company Series A Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Series A Stock that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without the need for any further action on the part of the holder thereof (except as expressly provided herein), be converted into and represent the right to receive an amount of cash, without interest, equal to the product obtained by multiplying (A) the total number of shares of Company Common Stock issuable upon conversion of such share of Company Series A Stock by (B) the General Conversion Number. The amount of cash each Company Shareholder is entitled to receive for the shares of Company Series A Stock held by such Company Shareholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Series A Stock held by such Company Shareholder. The preceding provisions of this Section 2.1(b)(ii) are subject to the provisions of Section 2.1(c) (regarding rights of holders of Dissenting Shares) and Section 2.3 (regarding the withholding of Escrow Cash).
Company Series A Stock. No later than immediately prior to the Effective Time of the First Merger, each outstanding share of Company Series A Stock shall have, in accordance with the written consent of holders of a majority of the shares of Company Series A Stock then outstanding, been converted into shares of Company Common Stock at the applicable conversion rate set forth in the Certificate of Incorporation of the Company, such that there are no shares of Company Series A Stock issued or outstanding immediately prior to the Effective Time of the First Merger. Such conversion of Company Series A Stock may be made contingent upon the First Merger occurring.
Company Series A Stock. (A) Each share of Company Series A Stock held by a Company Stockholder immediately prior to the Effective Time (other than Dissenting Shares and shares that are owned by the Company as treasury stock), subject to and in accordance with Section 2.4, shall be canceled and automatically converted into the right to receive an amount in cash, without interest, equal to (1) the Series A Per Share Consideration applicable to such share multiplied by (2) the Merger Consideration Ratio; provided, that a portion of the cash consideration which may be payable to a holder of Company Series A Stock pursuant to this Section 2.3(a)(i)(A) shall be withheld in accordance with Sections 2.4(e) and 2.4(f) and such holder shall be entitled to receive such holder’s Pro Rata Share of any proceeds payable to the Converting Holders payable to the Converting Holders, if at all, solely in accordance with Section 2.6(f), Section 2.6(g), and Section 8.4(c)(ii). The amount of cash each Company Stockholder is entitled to receive for such shares of Company Series A Stock pursuant to this Section 2.3(a)(i)(A) shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Series A Stock held by such Company Stockholder.
(B) In addition to the cash consideration described in Section 2.3(a)(i)(A), each holder of a share of Company Series A Stock as of immediately prior to the Effective Time shall be entitled to receive (1) a promissory note substantially in the form attached hereto as Exhibit J (a “Tranche 1 Promissory Note”) with an aggregate principal amount equal to such holder’s Pro Rata Share multiplied by the Aggregate Tranche 1 Amount and (2) a promissory note substantially in the form attached hereto as Exhibit K (a “Tranche 2 Promissory Note” and, together with the Tranche 1 Promissory Notes, the “Acquirer Promissory Notes”) with an aggregate principal amount equal to such holder’s Pro Rata Share multiplied by the Aggregate Tranche 2 Amount.
Company Series A Stock. Each share of the Company Series A Stock issued and outstanding immediately before the Effective Time (other than any shares of Company Series A Stock to be cancelled pursuant to Section 1.8(a)(viii) and any Dissenting Shares) shall be cancelled, extinguished and converted into and represent only the right to receive an amount in cash, without any interest thereon, equal to the Per Share Series A Merger Consideration, upon the terms and subject to the conditions set forth in this Agreement, including the Escrow Amount and Expense Fund contribution provisions set forth in Section 1.9(g) and Section 1.9(h) and the indemnification provisions set forth in SECTION 11.
Company Series A Stock. Each share of Company Series A Stock outstanding as of immediately prior to the Effective Time, other than any shares of Company Series A Stock that are to be converted into Common Stock as of immediately prior to the Effective Time or canceled pursuant to Section 2.6(c) and the Dissenting Shares, will be canceled and extinguished and automatically converted into the right to receive the Series A Per Share Payment Amount following the surrender of the certificate representing such share of Company Series A Stock in the manner provided in Section 2.9 (or in the case of a lost, stolen or destroyed certificate, following delivery of an affidavit, if required in the manner provided in Section 2.12). From and after the Effective Time, the holder(s) of certificates evidencing ownership of shares of Company Series A Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Series A Stock except as otherwise provided for in this Agreement and applicable Nevada Law.
