Consideration Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or the holders of any of the following securities:
(a) Each Share that is issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 2.7(b) and any Dissenting Shares, as defined in Section 2.11) shall be changed and converted into and represent the right to receive $2.00 in cash, or any higher price paid per Share in the Offer (the "Per Share Merger Consideration"). All such Shares shall no longer be outstanding and shall automatically be cancelled and extinguished and shall cease to exist, and each certificate which immediately prior to the Effective Time
(b) All Shares, which immediately prior to the Effective Time are owned by Parent, Purchaser or their respective affiliates or held by the Company in its treasury, shall be cancelled and extinguished and shall cease to exist and no consideration shall be delivered with respect thereto.
(c) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Consideration Conversion of Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement, the aggregate consideration to be paid for the entire fully diluted equity interest of the Company shall be Fifty-Three Million Dollars ($53,000,000) (the "Base Merger Consideration"), subject to adjustment as set forth in this Section 2.4 and Section 2.5 (the Base Merger Consideration as adjusted pursuant to Sections 2.4 and 2.5 is referred to hereinafter as the "Merger Consideration"). The Base Merger Consideration shall be adjusted as follows:
(i) the Base Merger Consideration shall be decreased to the extent of any Debt (other than the mortgage Debt with a balance as of July 31, 2002 of $1,105,366 shown on the interim balance sheets dated as of July 31, 2002 previously delivered to Parent) on the Preliminary Closing Date Balance Sheet;
(ii) the Base Merger Consideration shall be decreased to the extent Shareholders' Equity as set forth on the Preliminary Closing Date Balance Sheet is less than $500,000 without giving effect to (A) any liabilities that may be created by reason of the payment of a bonus to Joseph P. Delaney in the approximate amount of $2,880,000, or (B) any Xxxxxxx xiability created or item of expense resulting from the issuance of the Company Incentive Shares (the "Shareholders' Equity Threshold");
(iii) the Base Merger Consideration shall be decreased (A) to the extent that the sum of cash and cash equivalents shown on the Preliminary Closing Date Balance Sheet is less than the sum of (1) $1 million plus (2) an amount equal to the dollar value of customer deposits by the Company prior to the Closing Date relative to customer orders on which the Company has not yet started performance, and (B) to the extent of any earned but unpaid compensation relative to (1) accrued but unpaid bonuses, (2) accrued but unpaid outside commissions, (3) accrued but unpaid profit sharing distributions, and (4) accrued but unpaid 401(k) Plan contributions;
(iv) the Base Merger Consideration shall be increased to the extent that the sum of cash and cash equivalents shown on the Preliminary Closing Date Balance Sheet is greater than the sum of (A) $1 million; plus (B) an amount equal to the dollar value of customer deposits received by the Company prior to the Closing Date relative to customer orders on which the Company has not yet started performance.
(v) the Base Merger Consideration shall be decreased to the extent non-cash working capital level on the Preliminary Closing Date ...
Consideration Conversion of Shares. At the Effective Time, ----------------------------------- in consideration for the Shareholders' entry into this Agreement and fulfillment of the obligations, covenants, terms and conditions set forth herein, andby virtue of the Merger and without any action on the part of the holder thereof:
Consideration Conversion of Shares. (a) The Initial Merger Consideration shall be equal to $82,900,000, in cash. The "Closing Consideration," as calculated on a per Common Share basis, is the quotient of (x) the Initial Merger Consideration, as so adjusted pursuant to the terms of Sections 1.6(b), 1.17, 4.8(c) and 4.15 hereof, plus the aggregate exercise price for all outstanding Options and Warrants over (y) the number of Common Shares on a fully diluted basis. The Closing Consideration, as so adjusted pursuant to the terms of Section 1.6(e), shall be referred to as the "Final Consideration."
Consideration Conversion of Shares. ELECTION PROCESS; EXCHANGE PROCEDURE
Consideration Conversion of Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement, the aggregate consideration to be distributed to the Holder shall be (i) $1,750,000 in cash (the "Cash Consideration"); plus, (ii) subject to the collar set forth in Section 2.5, that number of shares of Parent Common Stock (each such share, a "Merger Share," and all such shares, collectively, the "Share Consideration" or the "Merger Shares") derived by dividing (A) $5,390,000; by (B) the Final Closing Share Price (the Cash Consideration and the Share Consideration are collectively, the "Merger Consideration"). Subject to the provisions of Section 2.7 regarding fractional shares and Section 2.4(d) regarding the escrow of a portion of the Merger Shares, the Share Consideration shall be delivered on the Effective Date to the Holder in the form of stock certificates of Parent Common Stock, duly issued in the name of the Holder; provided, however, that if the Holder fails to deliver at the Closing (A) the certificates representing the Holder's shares of Company Common Stock duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, or (B) in the case of lost certificates, an affidavit and indemnification agreement in form and substance reasonably satisfactory to Parent, then
Consideration Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or the holders of any of the following securities:
(a) Each Share that is issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.7(b) and any Dissenting Shares, as defined below) shall be changed and converted into and represent the right to receive $6.50 in cash, or any higher price paid per Share in the Offer (the "PER SHARE MERGER CONSIDERATION"). All such Shares shall no longer be outstanding and shall automatically be cancelled and extinguished and shall cease to exist, and each certificate which immediately prior to the Effective Time evidenced any such Shares (other than Shares to be cancelled pursuant to Section 2.7(b) and any Dissenting Shares) shall thereafter represent the right to receive (without interest), upon surrender of such certificate in accordance with the provisions of Section 2.8, the Per Share Merger Consideration multiplied by the number of Shares evidenced by such certificate (the "MERGER CONSIDERATION"). The holders of certificates previously evidencing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto (including, without limitation, any rights to vote or to receive dividends and distributions in respect of such Shares), except as otherwise provided herein or by law.
(b) All Shares, which immediately prior to the Effective Time are owned by Parent, Purchaser or their respective affiliates or held by the Company in its treasury, shall be cancelled and extinguished and shall cease to exist and no consideration shall be delivered with respect thereto.
(c) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Consideration Conversion of Shares. 3 2.1 Merger Consideration...................................................3 2.2
Consideration Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or the holders of any of the following securities:
(a) Each outstanding share of capital stock of Holdings that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 1.7(b)) shall be converted into and represent the right to receive one (1) fully-paid and nonassessable share of Resources common stock, par value $0.001 per share (“Resources Stock”), as consideration for the Merger (the “Merger Consideration”). All issued shares of capital stock of Holdings as of immediately prior to the Effective Time, whether or not outstanding, shall be collectively referred to herein as the “Shares.” At the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and extinguished and shall cease to exist. The holders of certificates previously evidencing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto (including, without limitation, any rights to vote or to receive dividends and distributions in respect of such Shares), except the right to receive the Merger Consideration or as otherwise provided herein or by law.
(b) Any and all Shares that immediately prior to the Effective Time are owned by Resources or held by Holdings in its treasury shall be cancelled and extinguished and shall cease to exist and no consideration shall be delivered with respect thereto.
(c) Any and all shares of Resources Stock that are owned by Holdings shall be cancelled and extinguished and shall cease to exist and no consideration shall be delivered with respect thereto.
Consideration Conversion of Shares
