Conversion and Exchange of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:
Conversion and Exchange of Shares. At the Effective Time:
Conversion and Exchange of Shares. At the Effective Time, the outstanding shares of the common stock of the corporations participating in the merger will be converted and exchanged as follows:
Conversion and Exchange of Shares. The manner and basis of converting at the Effective Time Company Common Stock into cash and shares of Parent's Series B Convertible Preferred Stock, $10.00 par value, having the rights and preferences set forth in the attached Exhibit 2.5A (the "Series B Preferred") with the attached redeemable Warrant to purchase shares of Parent's Common Stock in the form attached as Exhibit 2.5B, the exchange of certificates therefor, the manner and basis of converting the Company Series B Preferred Stock into Parent's Series C Convertible Preferred Stock, $20.00 par value, having the rights and preferences set forth in the attached Exhibit 2.5C (the "Series C Preferred") with the attached redeemable Warrant to purchase shares of Parent's Common Stock in the form attached as Exhibit 2.5B and the manner and basis of converting Company Options outstanding at the Effective Time shall be as set forth herein.
Conversion and Exchange of Shares. DISSENTING SHARES
Conversion and Exchange of Shares. At the Effective Time, by virtue of the Merger:
Conversion and Exchange of Shares. Section 6.01. Conversion of Shares 39 Section 6.02. Exchange Procedures. 40 Section 6.03. Fractional Shares 41 Section 6.04. Adjustments Related to IRS Ruling 41 Section 6.05. Withholding Rights 42 Section 6.06. Transferring Hippo Employee Stock Options. 42 Section 6.07. Transferring Rhino Employee Stock Options. 43 Section 6.08. Restricted Stock. 44 Section 6.09. Newco Actions 45
Conversion and Exchange of Shares. The manner of converting and exchanging shares of the corporations participating in the Merger shall be as follows:
Conversion and Exchange of Shares. The manner and basis of converting at the Effective Time Company Common Stock into cash and shares of Parent's Series B Convertible Preferred Stock, $10.00 par value, having the rights and preferences set forth in the attached Exhibit 2.5A (the "Series B Preferred") with the attached redeemable Warrant to purchase shares of Parent's Common Stock in the form attached as Exhibit 2.5B, the exchange of certificates therefor, the manner and basis of converting the Company's Series B Stock into cash, and the manner and basis of converting Company Options outstanding at the Effective Time shall be as set forth herein.
