Common use of Conversion of Common Stock Clause in Contracts

Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time (other than Excluded Shares and Dissenting Shares) shall be converted automatically into and shall thereafter represent only the right to receive the Offer Price (the “Merger Consideration”) payable to the holders thereof, without interest, in accordance with Section 2.2.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Mitel Networks Corp), Agreement and Plan of Merger (ShoreTel Inc), Agreement and Plan of Merger (Air Methods Corp)

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Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time (other than Excluded Shares and Dissenting Shares) shall be converted automatically into and shall thereafter represent only the right to receive an amount in cash equal to the Offer Price Price, without interest and subject to any required withholding of Taxes (the “Merger Consideration”) payable to the holders thereof, without interest, in accordance with Section 2.2).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Boulder Brands, Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.)

Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time (other than Excluded Shares and Dissenting Shares) shall be cancelled and converted automatically into and shall thereafter represent only the right to receive the Offer Price in cash, without interest (the “Merger Consideration”) payable to the holders thereof, without interest, in accordance with Section 2.2).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (LD Commodities Sugar Holdings LLC), Agreement and Plan of Merger (Imperial Sugar Co /New/)

Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time (other than Excluded Shares and Dissenting Shares) shall be converted automatically into and shall thereafter represent only the right to receive the Offer Price (the “Merger Consideration”) payable to the holders thereof), without interest, in accordance with Section 2.2interest and subject to any required withholding of Taxes.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Qumu Corp), Agreement and Plan of Merger (Papa Murphy's Holdings, Inc.)

Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time Share (other than Excluded Shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares) shall be automatically converted automatically into and shall thereafter represent only the right to receive an amount in cash, without interest, equal to the Offer Price (the “Merger Consideration”). The Shares that are so converted into the right to receive the Merger Consideration pursuant to this Section 2.1(c) payable are referred to herein as the holders thereof, without interest, in accordance with Section 2.2“Merger Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Orchid Cellmark Inc), Support Agreement (Monogram Biosciences, Inc.)

Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time (other than Excluded Shares and Dissenting Shares) shall be canceled and converted automatically into and shall thereafter represent only the right to receive the Offer Price in cash, without interest and subject to applicable withholding tax as set forth in Section 3.2(f) (the “Merger Consideration”) payable to the holders thereof, without interest, in accordance with Section 2.2).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Great Wolf Resorts, Inc.)

Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before prior to the Effective Time (other than Excluded Shares and and, except as provided in Section 2(f), Dissenting Shares) shall ), will be converted automatically into and shall thereafter represent only the right to receive the Offer Price (Merger Consideration in cash from the “Merger Consideration”) payable to the holders thereof, Surviving Corporation without interest, in accordance with Section 2.2.

Appears in 1 contract

Samples: Stock Purchase and Merger Agreement (GTC Biotherapeutics Inc)

Conversion of Common Stock. (i) Each share All shares of Common Stock issued and outstanding immediately before the Effective Time (other than Time, except for Excluded Shares and Shares, Dissenting Shares) , and shares of Common Stock owned by the Parent, Merger Sub or their Affiliates, shall be cancelled and converted automatically into and shall thereafter represent only the right to receive the Offer Price in cash, without interest (the “Merger Consideration”) payable to the holders thereof, without interest, in accordance with Section 2.2).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Frozen Food Express Industries Inc)

Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time (other than (x) Excluded Shares, (y) Dissenting Shares and Dissenting Shares(z) Company Restricted Stock Awards, which shall be treated pursuant to Section 2.3(b)) shall be converted automatically into and shall thereafter represent only the right to receive the Offer Price (the “Merger Consideration”) payable to the holders thereofConsideration in cash, without interest, any interest thereon and subject to any withholding of Taxes required by applicable Law in accordance with Section 2.22.2(f).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inteliquent, Inc.)

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Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time (other than Excluded Shares and Dissenting Shares) shall be converted automatically into and shall thereafter represent only the right to receive an amount in cash equal to the Offer Price Price, without interest (the "Merger Consideration”) payable to the holders thereof, without interest, in accordance with Section 2.2").

Appears in 1 contract

Samples: Agreement and Plan of Merger

Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time (other than Excluded Shares and Dissenting Shares, and other than Company Restricted Shares, which shall be governed by Section 2.3(b) below) shall be converted automatically into and shall thereafter represent only the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”) payable to the holders thereof, without interest, in accordance with Section 2.2, except as otherwise provided herein or by applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CDK Global, Inc.)

Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time (other than Excluded Shares and Dissenting Shares) shall be converted automatically into and shall thereafter represent only the right to receive an amount in cash equal to the Offer Price Price, without interest (the “Merger Consideration”) payable to the holders thereof, without interest, in accordance with Section 2.2).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Annie's, Inc.)

Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time (other than Excluded Shares and Dissenting Shares) shall be converted automatically into and shall thereafter represent only the right to receive an amount in cash equal to the Offer Price Price, without interest (the “Merger Consideration”) payable to the holders thereof, without interest, in accordance with Section 2.2).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Reis, Inc.)

Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time (other than Excluded Shares, Converted Shares and Dissenting Shares) shall be converted by virtue of the Merger automatically into and shall thereafter represent only the right to receive $12.12 payable net to the Offer Price seller in cash, without interest (the “Merger Consideration”) payable subject to the holders thereof, without interestany withholding of Taxes required by applicable Law, in accordance with Section 2.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mam Software Group, Inc.)

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