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Common use of Conversion of Common Shares Clause in Contracts

Conversion of Common Shares. Each issued and outstanding Common Share (other than Common Shares to be canceled in accordance with Section 2.1(b) and any dissenting Common Shares which are held by stockholders exercising appraisal rights pursuant to the DGCL ("Dissenting Stockholders")) shall by virtue of the Merger and without any action on the part of the holder thereof, be automatically converted into the right to receive, upon surrender of the certificate formerly representing such Common Share (the "Common Share Certificate") in the manner provided in Section 2.3 below, 3.91 shares of Common Stock, $.001 par value of Buyer ("Buyer Common Stock"). The number of shares of Buyer Common Stock into which each Common Share will be automatically converted is referred to as the "Conversion Ratio." All such Common Shares, 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 Common Shares shall cease to have any rights with respect thereto, except the right to receive the merger consideration therefor upon the surrender of such certificate in accordance with Section 2.3, or, in the case of Dissenting Stockholders, the right, if any, to receive payment from the Surviving Corporation of the fair value of such Common Shares as determined in accordance with the DGCL. No fractional shares of Buyer Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 2.3(c).

Appears in 4 contracts

Samples: Merger Agreement (Discovery Laboratories Inc /De/), Merger Agreement (Discovery Laboratories Inc /De/), Merger Agreement (Discovery Laboratories Inc)

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Conversion of Common Shares. Each issued and outstanding Common Share (other than Common Shares to be canceled in accordance with Section 2.1(b) and any dissenting Common Shares which are held by stockholders exercising appraisal rights pursuant to At the DGCL ("Dissenting Stockholders")) shall Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holder thereof, of any of the securities specified below: (a) Each Common Share issued and outstanding immediately before the Effective Time (other than any Dissenting Shares (as hereinafter defined) and Common Shares to be automatically canceled pursuant to Section 1.6(b)) shall be canceled and extinguished and be converted into the right to receivereceive the Per Share Amount in cash payable to the holder thereof, without interest, upon surrender of the certificate formerly representing such Common Share (in accordance with Section 1.8 hereof. From and after the "Common Share Certificate") in Effective Time, the manner provided in Section 2.3 below, 3.91 shares holders of certificates evidencing ownership of Common Stock, $.001 par value of Buyer ("Buyer Common Stock"). The number of shares of Buyer Common Stock into which each Common Share will be automatically converted is referred to as Shares outstanding immediately before the "Conversion Ratio." All such Common Shares, 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 Common Shares Effective Time shall cease to have any rights with respect to such Common Shares except as otherwise provided for herein or by applicable Law (as defined below). (b) Each Common Share owned by Parent, Purchaser or any direct or indirect wholly owned subsidiary of Parent immediately before the Effective Time shall be canceled and extinguished, and no payment or other consideration shall be made with respect thereto, except . (c) The shares of Purchaser common stock outstanding immediately prior to the right to receive Merger shall be converted into 1,000 shares of the merger consideration therefor upon the surrender common stock of such certificate in accordance with Section 2.3, or, in the case of Dissenting Stockholders, the right, if any, to receive payment from the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of the fair value of such Common Shares as determined in accordance with the DGCL. No fractional shares of Buyer Surviving Corporation Common Stock shall be constitute all of the issued and, in lieu thereof, a cash payment and outstanding capital stock of the Surviving Corporation and shall be made pursuant to Section 2.3(c)owned by Parent.

Appears in 2 contracts

Samples: Merger Agreement (SMC Corp), Merger Agreement (Monaco Coach Corp /De/)

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