Conversion and Exchange of Stock. At the Effective Time, by virtue of the Merger, and without any action on the part of CIBER, CIBER SUB or SCB, or any holder of SCB Common Stock:
(a) Each share of common stock, $0.01 par value per share, of CIBER SUB outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of CIBER, be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, $0.01 par value per share, of the Surviving Corporation.
(b) Each share of SCB Common Stock issued and outstanding immediately prior to the Effective Time (other than any share of SCB Common Stock as to which any SCB Shareholder has properly exercised its dissenter's rights under the TBCA (a "Dissenting Share") and any share of SCB Common Stock that is subject to the provisions of Section 2.5(d) ("2.5(d) Shares")) shall be exchanged for Stock Consideration and Cash Consideration with an aggregate value of $2.15 (the "Merger Consideration") in accordance with the procedures set forth herein, as follows:
(i) At or prior to the Effective Time, CIBER shall elect by giving notice to SCB the percentage (the "Stock Percentage") of the Merger Consideration, if any, to be paid as Stock Consideration. The Stock Percentage shall not be greater than 50%. The product of (x) the Merger Consideration times (y) the Stock Percentage shall equal the "Stock Portion";
(ii) For each share of SCB Common Stock (other than Dissenting Shares and 2.5(d) Shares) the holder thereof shall have the right to receive a number of shares of CIBER Common Stock (the "Stock Consideration") obtained by dividing the Stock Portion by the CIBER Closing Stock Price (the "Stock Exchange Ratio"). The shares of CIBER Common Stock (if any) issuable to holders of SCB Common Stock shall be referred to herein as the "Shares"; and
(iii) For each share of SCB Common Stock (other than Dissenting Shares and 2.5(d) Shares), the holder thereof shall have the right to receive an amount equal to the Merger Consideration less the Stock Portion in cash (the "Cash Consideration").
Conversion and Exchange of Stock. At the Effective Time, by virtue of the Merger, and without any action on the part of Merger Sub, Company or Parent, or any holder of Company common stock or preferred stock:
(a) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Parent, shall be converted into and exchanged for one validly issued, fully paid, and nonassessable share of common stock of the Surviving Corporation.
(b) Each share of common stock, $.0025 par value per share, of Company issued and outstanding immediately prior to the Effective Time (other than any share of common stock of the Company subject to Section 2.5(e)) will be exchanged for the right to receive cash in the amount of $4.05.
(c) Each share of Series A Preferred Stock, $10.00 par value per share, of Company issued and outstanding immediately prior to the Effective Time (other than any share of Series A Preferred Stock of the Company subject to Section 2.5(e)) will be exchanged for the right to receive cash in an amount equal to the Liquidation Preference (as defined in Company’s Charter) of such share in accordance with Company’s Charter.
(d) Each share of Series D Preferred Stock, $10.00 par value per share, of Company issued and outstanding immediately prior to the Effective Time will be converted into one share of Preferred Stock, $10 par value per share, of the Surviving Corporation.
(e) Each share of common stock, Series A Preferred Stock and Series D Preferred Stock of Company owned by Company immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto.
(f) As a result of the Merger and without any action on the part of the holder thereof, at the Effective Time, all shares of common stock, Series A Preferred Stock and Series D Preferred Stock of Company shall cease to be outstanding and shall be cancelled and retired and each holder thereof shall thereafter cease to have any rights with respect to such shares of stock of Company except the right to receive, without interest, the Merger Consideration in accordance with this Section 2.5 upon the surrender of a certificate representing such shares.
(g) At the Effective Time, all outstanding options to purchase shares of common stock of Company (each, a “Company Stock Option”) then outstanding and unexercised shall be converted into and represent a right to acqu...
Conversion and Exchange of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder:
(1) All shares of capital stock of National which immediately prior to the Effective Time are held as treasury stock by National shall be canceled.
(2) All shares of National common stock, par value $.10 per share (the "National Stock"), other than shares to be canceled pursuant to Section 2.A(1), shall be converted into the right to receive the following property and securities (the "Merger Consideration"), subject to adjustment as provided in Section 2.B, which shall be divided among the Shareholders as set forth in Schedule 2.A(2).
(a) Cash consideration in the amount of $1,000,000.
(b) That number of shares of EarthCare common stock, par value $.0001 per share (the "EarthCare Stock"), which shall have an aggregate Agreed Value of $1,762,000. Transfer of the EarthCare Stock shall be restricted until January 1, 2000 pursuant to the terms of a lock-up agreement in the form attached hereto as Exhibit 2.A(2)(b).
(c) For purposes of this Agreement, the Agreed Value per share of the EarthCare Stock shall mean the average of the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the period beginning March 22, 1999 and ending on the third trading day preceding the Effective Time.
Conversion and Exchange of Stock. At the Effective Time, by virtue of the Merger, and without any action on the part of CIBER, CIBER SUB or ALPHANET, or any holder of ALPHANET Common Stock:
(a) Each share of common stock, $0.01 par value per share, of CIBER SUB outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of CIBER, be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, $0.01 par value per share, of the Surviving Corporation.
(b) Each share of ALPHANET Common Stock issued and outstanding immediately prior to the Effective Time shall be exchanged for the right to receive $4.05 in cash (the "Merger Consideration").
Conversion and Exchange of Stock. 1. As of the Effective Time of the Share Exchange, each share of Bank Stock (or options to purchase Bank Stock) issued and outstanding immediately prior to the Effective Time shall, by virtue of the Share Exchange becoming effective and without any action on the part of anyone, be exchanged on a one-for-one basis for shares of BHC Stock (or options to purchase BHC Stock). Previously outstanding shares of BHC Stock shall be redeemed for $10.00 per share.
2. As soon as reasonably practicable after the Effective Time of the Share Exchange, each registered holder of the outstanding Bank Stock shall deliver, or cause to be delivered, to BHC, the certificates evidencing and representing all shares of Bank Stock which were validly issued and outstanding and held by such holder immediately prior to the Effective Time of the Share Exchange, and BHC shall take prompt action to process such certificates evidencing and representing Bank Stock received by it (including the prompt return of defective submissions with instructions as to those actions which may be necessary to remedy such defects). Upon receipt of the proper submission of the certificates formerly representing and evidencing Bank Stock, BHC shall, on or prior to the 30th day after the Effective Time of the Share Exchange, mail to the former Bank shareholders in exchange for Bank Stock formerly owned by them, certificates for shares of BHC Stock. Alternatively, BHC may send stickers to each Bank shareholder to be applied to the certificate of Bank Stock, which stickers will indicate that the certificates now represent a like number of shares of BHC Stock. After the Effective Time of the Share Exchange and until properly surrendered to BHC, each outstanding certificate or certificates which formerly evidenced and represented the Bank Stock, subject to the provisions of this Section, shall be deemed for all corporate purposes to represent the shares of BHC Stock into which such holder's Bank Stock were converted and aggregated at the Effective Time of the Share Exchange. The registered holder of any certificate(s) representing Bank Stock which shall have been lost or destroyed may be subject to the provisions of this Section, obtain his or her certificate for BHC Stock provided that such shareholder(s) shall deliver to the Exchange Agent: (i) a sworn statement certifying such loss or destruction and specifying the circumstances thereof and (ii) an indemnity or lost instrument bond in form satisfactory to BHC...
Conversion and Exchange of Stock. 1 As of the Effective Time of the Share Exchange, each share of Bank Stock (or options to purchase Bank Stock) issued and outstanding immediately prior to the Effective Time shall, by virtue of the Share Exchange becoming effective and without any action on the part of anyone, be exchanged on a one-for-one basis for shares of BHC Stock (or options to purchase Bank Stock). Previously outstanding shares of BHC Stock shall remain outstanding.
Conversion and Exchange of Stock. The Preferred Stock of the Company shall have been exchanged for Voting Common Stock of the Company as set forth in Exhibit C without any payment and Nonvoting Common Stock shall have been converted into Voting Common Stock in accordance with Exhibit C.
Conversion and Exchange of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder:
1 All shares of capital stock of LCWS which immediately prior to the Effective Time are held as treasury stock by LCWS shall be canceled.
2 All shares of LCWS common stock, par value $.01 per share (the "LCWS Common Stock"), other than shares to be canceled pursuant to Section 2.A(1), shall be converted into the right to receive the following property and securities (the "Merger Consideration"), subject to adjustment as provided in Section 10.
(a) The Merger Consideration for the LWCS Common Stock is $1,020,946. At the Closing, Buyer shall pay the Merger Consideration as follows:
(1) Buyer shall deliver to Seller shares of unregistered EarthCare Common Stock (the "EarthCare Shares") in an amount equal to $935,663.03 divided by the average
Conversion and Exchange of Stock. Conversion and Exchange of AWW Stock at Effective Time . . . . . . . . . . . . . . . . . . . . . . . 3 2.2 Surrender and Exchange of AWW Stock. . . . . . . . . . . . . 3 2.3 Adjustments Because of Changes in Liquids Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Conversion and Exchange of Stock. 3 2.1 Merger Consideration........................................................ 3 2.2 Conversion of Capital Stock of the Company.................................. 3 2.3
