Conversion of Acquired Corporation Stock Sample Clauses

Conversion of Acquired Corporation Stock. (a) Subject to the potential adjustment provided for in Section 3.4 below, on the Effective Date, each share of common stock of Acquired Corporation outstanding and held of record by the Acquired Corporation’s stockholders, but excluding shares held by the Acquired Corporation or any of its Subsidiaries, other than in a fiduciary capacity or as a result of debts previously contracted, and excluding shares held by stockholders who perfect their dissenters’ rights of appraisal as provided in Section 3.6 of this Agreement (the “Acquired Corporation Stock”), shall be converted by operation of law and without any action by any holder thereof into and exchanged for the right to receive 1.60 shares of Buyer’s Common Stock (the “Exchange Ratio”).
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Conversion of Acquired Corporation Stock. (a) On the Effective Date, each share of Class A common stock of Acquired Corporation outstanding and held by Acquired Corporation's shareholders shall be converted by operation of law and without any action by any holder thereof into one-third the number of shares of SSFC Class A Common Stock.
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Conversion of Acquired Corporation Stock. (a) (i) On the Effective Date, and subject to sections 3.1(a)(ii), 3.1(a)(iii), 3.1(a)(iv), 3.3 and 3.5, each share of common stock of Acquired Corporation outstanding and held by Acquired Corporation's shareholders ("Acquired Corporation Stock"), shall be converted into the right to receive shares of BancGroup Common Stock and/or cash (the "Merger Consideration") as specified below. Each outstanding share of Acquired Corporation Stock on the Effective Date shall be converted into the right to receive either (A) 2.0 shares (subject to section 3.3 hereof) of BancGroup Common Stock or (B) $42.00 in cash in accordance with sections 3.1(a)(ii), (iii) and (iv) of this Agreement.
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Conversion of Acquired Corporation Stock. (a) Subject to the potential adjustment provided for in Section 3.1(c) and 3.4 below, on the Effective Date, each share of common stock of Acquired Corporation outstanding and held of record by the Acquired Corporation’s stockholders, but excluding shares held by the Acquired Corporation or any of its Subsidiaries, other than in a fiduciary capacity or as a result of debts previously contracted (the “Acquired Corporation Stock”), shall be converted by operation of law and without any action by any holder thereof into and exchanged for the right to receive 0.8974 shares of Buyer’s Common Stock (the “Exchange Ratio”).
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Conversion of Acquired Corporation Stock. 3.1 Conversion of Trinity Common Stock. On the Effective Date, by virtue of the Merger and without any action on the part of River Financial or Trinity, or any of their shareholders, each share of common stock, par value $.01 per share of Trinity (the “Trinity Common Stock”) outstanding and held of record by Trinity’s shareholders shall be converted by operation of law and without any action by any holder thereof into the right to receive a combination of shares of River Financial Common Stock and cash (the “Merger Consideration”) as specified below. Specifically, each outstanding share of Trinity Common Stock shall (subject to Section 3.4 and Section 3.6 hereof), be converted into $3.50 in cash and 0.44627 shares of River Financial Common Stock (based on a cash value of $27.00 per whole share of River Financial Common Stock (subject to adjustment pursuant to Section 3.4, the “Cash Value”)), provided fractions of shares shall not be issued. Fractions will be paid in cash based on the Cash Value. Subject to Section 3.4 and Section 3.6 hereof, the total aggregate Merger Consideration shall be approximately $27,072,138. Shares of Trinity Common Stock held by Trinity (other than as fiduciary) shall automatically be canceled and retired and all rights with respect thereto shall cease to exist, and no consideration shall be delivered in exchange therefor.
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Conversion of Acquired Corporation Stock. 3.1 Conversion of PSB Common Stock. On the Effective Date, by virtue of the First Step Merger and without any action on the part of Newco, River Financial or PSB, or any of their shareholders, each share of Class A common stock and Class B common stock of PSB (together the “PSB Common Stock”) outstanding and held of record by PSB’s shareholders shall be converted by operation of law and without any action by any holder thereof into the right to receive a combination of shares of River Financial Common Stock and cash (the “Merger Consideration”) as specified below. Specifically, each outstanding share of PSB Common Stock shall (subject to Section 3.4 and Section 3.6 hereof), be converted into $6,610.00 in cash and 60 shares of River Financial Common Stock (based on a cash value of $27.00 per whole share of River Financial Common Stock (the “Cash Value”)), provided fractions of shares shall not be issued. Fractions will be paid in cash based on the Cash Value. Subject to Section 3.4 and Section 3.6 hereof, the total aggregate Merger Consideration shall be $24,496,660 in cash and 222,360 shares of River Financial common stock. Shares of PSB Common Stock held by PSB (other than as fiduciary) shall automatically be canceled and retired and all rights with respect thereto shall cease to exist, and no consideration shall be delivered in exchange therefor. Each share of DQS non-voting common stock shall be surrendered to PSB immediately prior to the Effective Date and cancelled, without receipt of the Merger Consideration. Each share of common stock of Newco issued and outstanding immediately prior to the Effective Date will be converted into one fully paid and nonassessable share of common stock of PSB. Upon the First Step Merger becoming effective, PSB will become a wholly owned subsidiary of River Financial. Immediately following the First Step Merger, the Merger will be completed on the Effective Date with the merger of PSB with and into River Financial. The shares of PSB Common Stock shall be cancelled in the Merger.
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Conversion of Acquired Corporation Stock. (a) On the Effective Date, each share of common stock, par value $0.01, of Acquired Corporation outstanding and held of record by Acquired Corporation's shareholders (the “Acquired Corporation Stock”), shall be converted by operation of law and without any action by any holder thereof into shares of BancGroup Common Stock. Specifically, each outstanding share of Acquired Corporation Stock shall (subject to section 3.3 hereof), be converted into 4.6664 shares of BancGroup Common Stock, provided that the Market Value for BancGroup is $13.31 per share. If the Market Value is less than $13.31, then each share of Acquired Corporation Stock outstanding at the Effective Date shall be converted into 4.6664 of shares of BancGroup Common Stock plus the holder of Acquired Corporation Stock shall receive a cash payment equal to $13.31 minus the Market Value of one share of BancGroup Common Stock times 4.6664. If the Market Value is greater than $13.31, then each share of Acquired Corporation Stock shall be converted into such number of shares of BancGroup Common Stock that shall equal $62.11 divided by the Market Value of BancGroup Common Stock. The Market Value shall be the average of the closing prices of the BancGroup Common Stock as reported by the NYSE on each of the ten trading days ending on the trading day five trading days immediately preceding the Effective Date. The appropriate ratio that is used to calculate the Merger Consideration based upon the Market Value as set forth above is referred to as the “Exchange Ratio”.
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Conversion of Acquired Corporation Stock. 3 3.1 Conversion of Acquired Corporation Stock................................................................ 3 3.2 Surrender of Acquired Corporation Stock................................................................. 4
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Conversion of Acquired Corporation Stock 
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Related to Conversion of Acquired Corporation Stock

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

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