Conversion of Capital Stock of the Company. (A) Subject to the other provisions of this ARTICLE III, each share of Class A Common Stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in Section 3.1(a)(iii), Dissenting Shares and Company Restricted Stock Awards addressed in Section 3.2), shall be converted automatically at the Effective Time into the right to receive from Parent the Common Merger Consideration, without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h).
(B) Subject to the other provisions of this ARTICLE III, each share of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (“Company Preferred Stock”) issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Preferred Stock described in clause (iii) of this Section 3.1(a) and Dissenting Shares) shall be converted automatically at the Effective Time into the right to receive from Parent an amount in cash equal to the product of (1) the number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible as of the Effective Time and (2) the Common Merger Consideration (the “Preferred Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h), provided that, if the Preferred Merger Consideration includes any SpinCo Common Stock, the number of shares of SpinCo Common Stock to which any holder of Company Preferred Stock would otherwise be entitled pursuant to this Section 3.1(a)(ii)(B) shall be rounded to the nearest whole number and no fractional shares of SpinCo Common Stock shall be issued to any such holder.
(C) All such shares of Company Common Stock and Company Preferred Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of any such share of Company Common Stock and Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, and the right to receive any dividends or other distributions with a record date prior to the ...
Conversion of Capital Stock of the Company. Subject to Section ------------------------------------------ 2.1(d), and Sections 2.2, 2.3, 2.4, 3.1 and 3.2, each issued and outstanding share of Company Common Stock (other than shares to be canceled pursuant to Section 2.1(b)), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive at the time and in the amounts described in this Agreement (i) an amount of cash equal to the cash portion of the Base Merger Consideration (as defined in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), (ii) that number of shares of CCC common stock, $.001 par value ("CCC Common Stock"), valued at the Merger Price (as ---------------- defined in Section 2.2(a)), that is equal in value to the CCC Common Stock portion of the Base Merger Consideration (as defined in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), (iii) an amount of cash equal to 50% of the Contingent Merger Consideration (as defined in Section 2.3(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), and (iv) that number of shares of CCC Common Stock, valued at the Earn Out Period Average Price (as defined in Section 2.3(b)), that is equal in value to 50% of the Contingent Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the consideration therefor upon the surrender of such certificate in accordance with Sections 2.2 and 2.3 of this Agreement.
Conversion of Capital Stock of the Company. Subject to Section 2.1(d), and Sections 2.2, 3.1 and 3.2, each issued and outstanding share of common stock of the Company, $1.00 par value per share ("Company Common Stock") (other than shares to be canceled pursuant to Section 2.1(b)), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive (i) an amount of cash equal to the cash portion of the Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time and (ii) that number of shares of USFloral common stock, $.001 par value ("USFloral Common Stock"), valued at the Merger Price (as defined in Section 2.2), that is equal in value to the USFloral Common Stock portion of the Merger Consideration (as defined in Section 2.2) divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the consideration therefor upon the surrender of such certificate in accordance with Section 2.3 of this Agreement.
Conversion of Capital Stock of the Company. Subject to the other provisions of this Article II, each share of common stock of the Company, par value $0.001 per share (the “Company Common Stock”), issued and outstanding immediately prior to the Effective Time (including any Company Restricted Shares and any Net Exercise Shares, but excluding any Excluded Shares and any Appraisal Shares) shall be converted into and shall thereafter represent the right, at the election of such share’s holder pursuant to the procedures set forth in Section 2.2, to receive any the following forms of consideration (the “Merger Consideration”):
Conversion of Capital Stock of the Company. Subject to Sections ------------------------------------------ 2.1(c), (d) and (e) below, all issued and outstanding shares of common stock of the Company, no par value ("Company Common Stock") (other than shares to be canceled pursuant to Section 2.1(a)), that are issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive an aggregate of 242,424 shares of common stock of Parent (the "Parent Common Stock") and $500,000 in cash (the "Cash Consideration", and together with the Parent Common Stock, the "Merger Consideration"). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2 of this Agreement. The ratio pursuant to which each share of Company Common Stock will be exchanged for shares of Parent Common Stock, determined in accordance with the foregoing provisions, is referred to as the "Exchange Ratio."
Conversion of Capital Stock of the Company. At the Effective Time, each share of outstanding Company Common Stock (as defined in Section 3.6) outstanding immediately prior to the Effective Time shall be canceled and extinguished and be converted automatically into the right to receive that number of shares of Buyer common stock, par value $.01 per share (“Buyer Common Stock”) determined by dividing (A) twenty percent (20%) of the shares of Buyer Common Stock issued and outstanding as of the Closing Date on a fully-diluted basis (for clarity, the Parties agree that Buyer Common Stock or securities exercisable for Buyer Common Stock held by Shareholder immediately prior to the Closing Date will not reduce such 20% but will be treated as outstanding and will be counted for purposes of determining the total number of shares of Buyer Common Stock outstanding on a fully diluted basis), by (B) that number of shares of Company Common Stock outstanding immediately prior to the Effective Time, and rounding the quotient down to the next nearest whole share of Buyer Common Stock; and
Conversion of Capital Stock of the Company. At and as of the Effective Time, (A) except as provided in Section 2.2(b), each Outstanding Company Share at the Effective Time (other than any Dissenting Share or Photobition-owned Share) shall be converted into the right to receive an amount equal to the Merger Consideration in cash (without interest), (B) each Dissenting Share shall be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with the provisions of the Delaware General Corporation Law, and (C) each Photobition-owned Share shall be cancelled. No share of Company Common Stock shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2.2(c) after the Effective Time.
Conversion of Capital Stock of the Company. At the Effective Time, each share of Company Common Stock (as defined in Section 3.6) outstanding immediately prior to the Effective Time shall be canceled and extinguished and be converted automatically into the right to receive that number of shares of Buyer common stock, par value $.01 per share (“Buyer Common Stock”), equal to the quotient obtained by dividing 1,664,074 by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time.”
Conversion of Capital Stock of the Company. Subject to Sections 1.06(c) and 1.07, each Share that is issued and outstanding immediately prior to the Effective Time shall be converted into and become a right to receive $13.75 in cash, without interest (the "Merger Consideration"), and shall automatically be canceled and retired and shall cease to exist. Each holder of a certificate which immediately prior to the Effective Time represented any such Shares shall cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration allocable to such Shares upon surrender of such certificate in accordance with Section 2.02.
Conversion of Capital Stock of the Company. Subject to the adjustment as provided herein, each share of Company Stock (other than shares to be canceled pursuant to Section 2.01(d)(ii)) that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive that number of shares of EFI common stock, $.01 par value ("EFI Common Stock"), cash and an EFI Note that is equal in value to the Merger Consideration (as defined in Section 2.01(d)(x)), divided by the number of shares of Company Stock outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.01(d)(ii)). All such shares of Company Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive cash and the shares of EFI Common Stock to be issued in consideration therefor upon the surrender of such certificate in accordance with this Section 2.01(d). The Stockholders hereby notify EFI of their request to receive all of their share of the Merger Consideration in the form of EFI Common Stock. Kinsxx xxxeby notifies EFI of his request to receive the balance of the Merger Consideration in EFI Common Stock, cash and EFI Notes after compliance with the Stockholders' request for stock consideration.
