Common use of Conversion of Common Shares Clause in Contracts

Conversion of Common Shares. Subject to Sections 2.1(c), 2.1(e) and 2.1(f), each Common Share (other than any Cancelled Shares, any Dissenting Shares and any Rolled Shares) will thereupon be converted automatically into and will thereafter represent the right to receive $18.20 in cash, without interest (the “Merger Consideration”). At the Effective Time, all Common Shares will be automatically cancelled and will cease to exist, and subject to Section 2.1(f), the holders of certificates which immediately prior to the Effective Time represented such Common Shares, and holders of Book-Entry Shares, will cease to have any rights with respect to Common Shares other than the right to receive the Merger Consideration.

Appears in 3 contracts

Samples: Merger Agreement (American Greetings Corp), Merger Agreement (American Greetings Corp), Merger Agreement (American Greetings Corp)

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Conversion of Common Shares. Subject to Sections 2.1(c), 2.1(e) and 2.1(f), each Each Common Share issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares, Common Shares to be cancelled or converted in accordance with Section 2.1(b) and any Dissenting Shares and any Rolled Shares) will thereupon be converted automatically into and will thereafter represent the right to receive an amount in cash equal to $18.20 in cash, without interest 229.00 (the “Merger Consideration”). At From and after the Effective Time, all such Common Shares will no longer be outstanding and will automatically be cancelled and extinguished and will cease to exist, and subject to Section 2.1(f), the holders each holder of certificates which immediately prior to the Effective Time represented such Common Shares, and holders of a certificate share (a “Certificate”) or book-entry share (a “Book-Entry Shares, Share”) (as applicable) representing any such Common Shares will cease to have any rights with respect to Common Shares other than thereto, except the right to receive the Merger ConsiderationConsideration therefor, without interest thereon, upon the surrender of such Certificate or transfer of such Book-Entry Share (as applicable) in accordance with Section 2.2.

Appears in 3 contracts

Samples: Merger Agreement (Seagen Inc.), Merger Agreement (Pfizer Inc), Acquisition Agreement

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Conversion of Common Shares. Subject to Sections 2.1(c), 2.1(e) and 2.1(f), each Each Common Share issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares, Common Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares and any Rolled Shares) will thereupon be converted automatically into and will thereafter represent the right to receive an amount in cash equal to $18.20 in cash, without interest 148.50 (the “Merger Consideration”). At From and after the Effective Time, all such Common Shares will no longer be outstanding and will automatically be cancelled and extinguished and will cease to exist, and subject to Section 2.1(f), the holders each holder of certificates which immediately prior to the Effective Time represented such Common Shares, and holders of a certificate share (a “Certificate”) or book-entry share (a “Book-Entry Shares, Share”) (as applicable) representing any such Common Shares will cease to have any rights with respect to Common Shares other than thereto, except the right to receive the Merger ConsiderationConsideration therefor, without interest thereon, upon the surrender of such Certificate or transfer of such Book-Entry Share (as applicable) in accordance with Section 2.2.

Appears in 3 contracts

Samples: Merger Agreement (Biohaven Research Ltd.), Merger Agreement (Biohaven Research Ltd.), Merger Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

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