Conversion of Capital Stock of Merger Sub. Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Date shall be converted into and thereafter represent one duly issued, fully paid and nonassessable share of common stock, par value one cent ($0.01) per share, of the Surviving Corporation.
Conversion of Capital Stock of Merger Sub. Each share of common stock, par value $0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid, and nonassessable share of common stock, par value $0.625 per share, of the Surviving Corporation.
Conversion of Capital Stock of Merger Sub. Each share of Merger Sub Common Stock (or fraction of a share of Merger Sub Common Stock) issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter represent one duly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall, upon conversion, constitute all of the issued and outstanding shares of common stock of the Surviving Corporation, so that, following the Merger, the Surviving Corporation shall be a wholly owned subsidiary of Holdings.
Conversion of Capital Stock of Merger Sub. As of the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, the Company or the respective shareholders of members thereof, all of the outstanding shares of the capital stock of Merger Sub immediately prior to the Effective Time shall be automatically converted into and become the sole membership interest in the Surviving Organization, and such membership interest in the Surviving Organization shall constitute all of the issued and outstanding membership interests in the Surviving Organization immediately following the Effective Time.
Conversion of Capital Stock of Merger Sub. Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, without par value, of the Surviving Corporation.
Conversion of Capital Stock of Merger Sub. At the Effective Time, without any action on the part of Parent, the Company, Holdco or Merger Sub, each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation.
Conversion of Capital Stock of Merger Sub. Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Class A Common Stock, par value $0.001 per share, one validly issued, fully paid and nonassessable share of Class B Common Stock, par value $0.001 per share, and one validly issued, fully paid and nonassessable share of Class C Capital Stock, par value $0.001 per share, of the Surviving Corporation.
Conversion of Capital Stock of Merger Sub. Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Cyberonics Merger Effective Time shall be automatically converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Cyberonics Merger Surviving Corporation.
Conversion of Capital Stock of Merger Sub. Each share of capital ----------------------------------------- stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation ("Surviving --------- Corporation Common Stock"). Each certificate that, prior to the Effective Time, ------------------------ represented one or more shares of capital stock of Merger Sub shall thereafter represent that number of shares of Surviving Corporation Common Stock into which the shares of capital stock of Merger Sub shall have been converted pursuant to this Section 1.8(a). Each record holder of a certificate that, prior to the Effective Time, represented one or more shares of capital stock of Merger Sub shall receive, upon surrender of such certificate, a new certificate or certificates evidencing and representing the number of shares of Surviving Corporation Common Stock to which such record holder shall be entitled pursuant to this Section 1.8(a).
Conversion of Capital Stock of Merger Sub. At the Effective Time and subject to the provisions of this Article III, by virtue of the Merger and without any further action on the part of any holder thereof, the Company Capital Stock shall be converted and exchanged for the right to receive the merger consideration described below (the "Merger Consideration"):
(a) The Merger Consideration shall be allocated in the following order of priority (and shall be paid in cash and/or shares of Aether Common Stock as described in Sections 3.1(b), (c) and (d) below):
(i) First, each share of Company Preferred Stock shall be entitled to receive the amounts set forth below, which shall represent the full amount of the Liquidation Preference with respect to such share:
(A) each share of Series A Company Preferred Stock shall receive $.50;
(B) each share of Series B Company Preferred Stock shall receive $.9783;
(C) each share of Series C Company Preferred Stock (including shares deemed outstanding upon automatic exercise of the Imperial Warrant on a net exercise basis) shall receive $1.26; and
(D) each share of Series D Company Preferred Stock shall receive $2.5792.
(ii) Second, each share of Company Capital Stock shall be entitled to an amount equal to a fraction, the numerator of which is $150,000,000 minus the amount of the adjustment, if any, to the Merger Consideration provided for in Section 10.5 hereof minus the aggregate Liquidation Preference paid pursuant to Section 3.1(a)(i) and the denominator of which is the sum of (x) the number of shares of Company Capital Stock outstanding immediately prior to the Effective Time plus (y) the number of shares of Company Capital Stock issuable upon Net Exercise of then outstanding Company Warrants plus (z) the number of shares of Company Capital Stock issuable upon Net Exercise of all then outstanding Company Options.
(b) Each share of Company Common Stock issued and outstanding as of the Effective Time (including shares deemed outstanding upon Net Exercise of then outstanding Company Warrants other than the Imperial Warrant) shall be converted into and exchanged for a right to receive the amount described in Section 3.1(a)(ii) in cash (the "Common Consideration").
(c) Each share of Company Preferred Stock issued and outstanding as of the Effective Time (including shares deemed outstanding upon Net Exercise of the Imperial Warrant, if outstanding) shall be converted into and exchanged for the right to receive the consideration described in Section 3.1(a)(i) and (ii) (...
