Company Shares. Each Company Share that is outstanding immediately prior to the Effective Time (excluding (A) Canceled Company Shares, (B) Accepted Company Shares and (C) any Dissenting Company Shares) shall be automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon and less any applicable withholding Tax pursuant to Section 3.8(e), upon compliance with the procedures set forth in Section 3.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.10).
Appears in 4 contracts
Samples: Merger Agreement (Endo, Inc.), Merger Agreement (Endo International PLC), Merger Agreement (Biospecifics Technologies Corp)
Company Shares. Each Company Share that is outstanding immediately prior to the Effective Time (but excluding (A) Canceled Company Shares, (B) Accepted Company Shares and (C) any Dissenting Company Shares) shall be automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon and less any applicable withholding Tax pursuant to Section 3.8(e)thereon, upon compliance with the procedures set forth surrender of the certificate representing such Company Share in the manner provided in Section 3.8 2.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.102.10).
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Horizon Pharma PLC), Merger Agreement (Raptor Pharmaceutical Corp)
Company Shares. Each Company Share that is outstanding immediately prior to the Effective Time (excluding (A) Canceled Company Shares, (B) Accepted Company Shares and (C) any Dissenting Company Shares) shall be automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon and less any applicable withholding Tax Taxes pursuant to Section 3.8(e), upon compliance with the procedures set forth in Section 3.8 ) (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.10).
Appears in 3 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Johnson & Johnson), Merger Agreement (Abiomed Inc)
Company Shares. Each Company Share that is issued and outstanding immediately prior to the Effective Time (excluding (A) Canceled Company Shares, (B) Accepted Company Shares and (CB) any Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price $45.00 per Company Share (the “Merger Consideration”), without interest thereon and less subject to any applicable withholding Tax pursuant to Section 3.8(e2.8(e), upon compliance with the procedures set forth in Section 3.8 2.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.102.10).
Appears in 1 contract
Samples: Merger Agreement (Cerevel Therapeutics Holdings, Inc.)