Conversion and Cancellation of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties or the holders of any securities of the Company or Merger Sub:
Conversion and Cancellation of Securities. (a) At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock described in Section 1.3(b) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into, and become exchangeable for, the right to receive 1.233 (the "Common Exchange Ratio") shares of Parent Common Stock; provided that no fractional shares of Parent Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 1.4(i) hereof. The consideration to be received by the holders of Company Common Stock pursuant to this Section 1.3(a) is hereinafter referred to as the "Merger Consideration."
(b) At the Effective Time, each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time, shall by virtue of the Merger and without any action on the part of the holder thereof, be automatically canceled and retired and cease to exist, and no cash, securities or other property shall be payable in respect thereof.
(c) At the Effective Time, each share of Merger Sub common stock, par value $.01 per share, issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the holder thereof, be converted into one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Entity.
(d) Pursuant to the DGCL, the holders of shares of Company Common Stock shall not have any dissenters or appraisal rights with respect to this Agreement or the Merger.
(e) The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), with respect to Parent Common Stock having a record date after the date hereof and prior to the Effective Time. The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse split or stock dividend (including any dividend or distribution of securities convertible into the Company Common Stock), with respect to the Company Common Stock having a record date after the date hereof and prior to the Effective Time.
Conversion and Cancellation of Securities. (a) At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares described in Section 1.3(b) hereof), by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into, and become exchangeable for, the right to receive (i) .1634 shares (the "EXCHANGE RATIO") of Parent Common Stock ("STOCK CONSIDERATION"); provided, however, (x) if the Effective Time shall not have occurred by June 1, 1999, the Exchange Ration shall be increased by .0005 shares, and (y) if the Company shall have entered into a binding agreement for the settlement of the litigation referred to in Part II, Item 1 of the Company's Form 10-Q for the Quarter Ended September 30, 1998 (the "SETTLEMENT AGREEMENT"), the cost of which to the Company is less than $10,000,000, the Exchange Ratio shall be increased by a number of shares equal to .00027 times the quotient of (A) $10,000,000 less such cost of such settlement by the Company, divided by (B) 1,000,000. The consideration to be received by the holders of Company Common Stock pursuant to this Section 1.3(a) is hereinafter referred to as the "MERGER CONSIDERATION."
(b) At the Effective Time, each share of Company Common Stock owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent and each share of Company Common Stock owned by the Company or any direct or indirect subsidiary of the Company and in each case not held on behalf of third parties (collectively, "EXCLUDED SHARES"), shall by virtue of the Merger and without any action on the part of the holder thereof, be automatically canceled and retired and cease to exist, and no cash, securities or other property shall be payable in respect thereof.
(c) At the Effective Time, each share of Merger Sub common stock, par value $.01 per share ("MERGER SUB COMMON STOCK"), issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the holder thereof, be converted into one validly issued, fully paid and nonassessable common share, no par value, of the Surviving Corporation ("SURVIVING CORPORATION COMMON STOCK").
(d) If between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization, split-up, combination or exchange of shares, or any dividend payable i...
Conversion and Cancellation of Securities. 3 SECTION 1.4
Conversion and Cancellation of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Midco, Merger Sub, the Company or the holders of any security of the Company, the following shall occur:
Conversion and Cancellation of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any of the Parties or any other shareholders of VanceInfo:
Conversion and Cancellation of Securities. As of the Effective ----------------------------------------- Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or capital stock of Merger Sub:
Conversion and Cancellation of Securities. 2 SECTION 1.4. EXCHANGE OF CERTIFICATES................................................... 3 SECTION 1.5.
Conversion and Cancellation of Securities. At the Effective Time:
(a) Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the Merger Consideration set forth across from the name of each Company Common Stockholder on Exhibit B.
Conversion and Cancellation of Securities. 3.1 At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any party:
(a) all shares of capital stock of AOTG issued and outstanding immediately prior to the First Merger Effective Time shall be converted into the right to receive, in the aggregate, the Merger Consideration and each holder of a certificate formerly representing any such shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with this Agreement;
(b) all shares of capital stock of AOTG will no longer be outstanding and all shares of capital stock of AOTG will be cancelled and retired and will cease to exist, and each holder of a certificate formerly representing any such shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 3.1(a) hereof; and
(c) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the First Merger Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the First Merger Surviving Corporation.
