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Common use of Conversion Generally Clause in Contracts

Conversion Generally. Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.1.2), including the associated rights of the Company (the “Company Rights”) pursuant to that certain Amended and Restated Preferred Shares Rights Agreement, dated as of June 24, 1999, between the Company and BankBoston, N.A., as Rights Agent, as amended to date (the “Company Rights Agreement”), shall be converted, subject to Section 2.2.5, into the right to receive 0.0510 of a share of common stock, par value $0.001 per share (“Parent Common Stock”), of Parent (the “Exchange Ratio”). All such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the right to receive a certificate representing the shares of Parent Common Stock into which such Company Common Stock was converted in the Merger. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 2.2, without interest. No fractional share of Parent Common Stock shall be issued, and in lieu thereof, a cash payment shall be made pursuant to Section 2.2.5 hereof.

Appears in 2 contracts

Samples: Merger Agreement (DG FastChannel, Inc), Merger Agreement (Enliven Marketing Technologies Corp)

Conversion Generally. Each share of common stock, par value $0.001 .001 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.1.22.1(b), including the associated rights of the Company (the “Company Rights”) pursuant to that certain Amended and Restated Preferred Shares Rights Agreement, dated as of June 24, 1999, between the Company and BankBoston, N.A., as Rights Agent, as amended to date (the “Company Rights Agreement”), shall be converted, subject to Section 2.2.52.2(e), into the right to receive 0.0510 0.90 of a share (the “Exchange Ratio”) of common stock, par value $0.001 .001 per share share, of Parent (“Parent Common Stock”), of Parent (the “Exchange Ratio”). All such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the right to receive a certificate representing the shares of Parent Common Stock into which such Company Common Stock was converted in the Merger. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 2.2, without interest. No fractional share of Parent Common Stock shall be issued, and in lieu thereof, a cash payment shall be made pursuant to Section 2.2.5 2.2(e) hereof.

Appears in 2 contracts

Samples: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Sorrento Networks Corp)

Conversion Generally. Each share of common stock, par value $0.001 .001 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.1.22.1(b), including the associated rights of the Company (the “Company Rights”) pursuant to that certain Amended and Restated Preferred Shares Rights Agreement, dated as of June 24, 1999, between the Company and BankBoston, N.A., as Rights Agent, as amended to date (the “Company Rights Agreement”), shall be converted, subject to Section 2.2.52.2(e), into the right to receive 0.0510 of a share 1.0972 shares (the “Exchange Ratio”) of common stock, par value $0.001 .001 per share share, of Parent (“Parent Common Stock”), of Parent (the “Exchange Ratio”). All such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the right to receive a certificate representing the shares of Parent Common Stock into which such Company Common Stock was converted in the Merger. Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 2.2, without interest. No fractional share of Parent Common Stock shall be issued, and in lieu thereof, a cash payment shall be made pursuant to Section 2.2.5 2.2(e) hereof.

Appears in 2 contracts

Samples: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Paradyne Networks Inc)