Common use of Conversion of Common Stock Clause in Contracts

Conversion of Common Stock. Each share of Common Stock (each share of Common Stock, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in Section 2.4, Dissenting Shares), will be converted into the right to receive $2.85 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the “Merger Consideration”).

Appears in 3 contracts

Samples: Merger Agreement (Emageon Inc), Merger Agreement (Health Systems Solutions Inc), Merger Agreement (Health Systems Solutions Inc)

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Conversion of Common Stock. Each share of Common Stock (Subject to Section 2.2, each share of common stock, par value $0.001 per share (the “Common Stock”), of the Company (a “Share” and or collectively, the “Shares”), ) issued and outstanding immediately prior to the Effective Time (Time, other than Excluded Shares and, except to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares (as provided in Section 2.4, Dissenting Sharesdefined below), will shall be converted into the right to receive $2.85 12.25 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3)cash, without interest (the “Merger ConsiderationPer Share Amount”).

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Zipcar Inc), Merger Agreement (Avis Budget Group, Inc.)

Conversion of Common Stock. Each share of Common Stock (Subject to Section 2.2, each share of Common Stockcommon stock, par value $0.01 per share, of the Company (a “Share” and or collectively, the “Shares”), ) issued and outstanding immediately prior to the Effective Time (Time, other than Excluded Shares and, except as provided to be cancelled in accordance with Section 2.4, 2.1(b) and other than Dissenting Shares), will shall be converted into the right to receive $2.85 14.80 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3)cash, without interest (the “Merger ConsiderationPer Share Amount”).

Appears in 2 contracts

Samples: Merger Agreement (Micronetics Inc), Merger Agreement (Mercury Computer Systems Inc)

Conversion of Common Stock. Each share of Common Stock (each share of Common Stockeach, a “Share” and collectively, the “Shares”), ) issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled in accordance with Section 2.1(a) and (ii) Dissenting Shares (each, an “Excluded Shares andShare” and collectively, except as provided in Section 2.4, Dissenting the “Excluded Shares), ) will be converted into the right to receive $2.85 33.80 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3)cash, without interest (the “Merger Consideration”).

Appears in 2 contracts

Samples: Merger Agreement (Aramark Corp/De), Merger Agreement (Neubauer Joseph)

Conversion of Common Stock. Each share of Common Stock (each share of Common Stock, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in Section 2.4, Dissenting Shares), will be converted into the right to receive $2.85 the Offer Price in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the “Merger Consideration”).

Appears in 2 contracts

Samples: Merger Agreement (AMICAS, Inc.), Merger Agreement (Emageon Inc)

Conversion of Common Stock. Each share of Common Stock (each share of Common Stockeach, a “Share” and collectively, the “Shares”), ) issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled in accordance with Section 2.1(a) and (ii) Dissenting Shares (each, an “Excluded Shares andShare” and collectively, except as provided in Section 2.4, Dissenting the “Excluded Shares), ) will be converted into the right to receive $2.85 2.20 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3)cash, without interest (the “Merger Consideration”).

Appears in 2 contracts

Samples: Merger Agreement (Theragenics Corp), Merger Agreement (Michas Alexis P)

Conversion of Common Stock. Each share of Common Stock (each share of Common Stock, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in Section 2.42(f), Dissenting Shares), will be converted into the right to receive $2.85 the Merger Consideration in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the “Merger Consideration”)interest.

Appears in 1 contract

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

Conversion of Common Stock. Each share of Common Stock (Except as otherwise provided herein, each share of the Company’s common stock, no par value per share (the “Common Stock, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in shares to be canceled pursuant to Section 2.4, 2.6(c) and Dissenting Shares), will ) shall be converted into the right to receive receive, upon the Effective Time, $2.85 2.85in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the “Merger Consideration”).

Appears in 1 contract

Samples: Merger Agreement (Microchip Technology Inc)

Conversion of Common Stock. Each share of Common Stock Stock, including each restricted Share, whether or not vested (each share of Common Stockeach, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled in accordance with Section 2.1(a) and (ii) Dissenting Shares (each, an “Excluded Shares andShare” and collectively, except as provided in Section 2.4, Dissenting the “Excluded Shares”)), will be converted into the right to receive $2.85 8.00 in cash from the Surviving Corporation Parent or MergerCo (through the Paying Agent as provided in Section 2.32.2), without interest (the “Merger Consideration”).

Appears in 1 contract

Samples: Merger Agreement (Educate Inc)

Conversion of Common Stock. Each share of Common Stock (Except as otherwise provided herein, each share of the Company’s common stock, no par value per share (the “Common Stock, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in shares to be canceled pursuant to Section 2.4, 2.6(c) and Dissenting Shares), will ) shall be converted into the right to receive receive, upon the Effective Time, $2.85 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the “Merger Consideration”).

Appears in 1 contract

Samples: Merger Agreement (Silicon Storage Technology Inc)

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Conversion of Common Stock. Each share of Common Stock (each share of Common Stockeach, a "Share" and collectively, the "Shares”), ") issued and outstanding immediately prior to the Effective Time (other than Excluded (i) Shares and, except as provided to be cancelled in accordance with Section 2.4, 3.1(a) and (ii) Dissenting Shares, if any (each, an "Excluded Share" and collectively, the "Excluded Shares"), ) will be converted into the right to receive $2.85 24 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3)cash, without interest (the "Merger Consideration").

Appears in 1 contract

Samples: Merger Agreement (Northrop Grumman Corp /De/)

Conversion of Common Stock. Each share of Common Stock (each share of Common Stockeach, a “Share” and collectively, the “Shares”), ) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in Section 2.4, Dissenting Shares), ) will be converted into the right to receive $2.85 31.55 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3)cash, without interest (the “Merger Consideration”).

Appears in 1 contract

Samples: Merger Agreement (Swift Transportation Co Inc)

Conversion of Common Stock. Each share of Common Stock (Subject to Section 2.2, each share of common stock, par value $0.01 per share (the “Common Stock”), of the Company (a “Share” and or collectively, the “Shares”), ) issued and outstanding immediately prior to the Effective Time (Time, other than Excluded Shares and, except to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares (as provided in Section 2.4, Dissenting Shares), will defined below) shall be converted into the right to receive $2.85 1.45 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3)cash, without interest (the “Merger ConsiderationPer Share Amount”).

Appears in 1 contract

Samples: Merger Agreement (Network Engines Inc)

Conversion of Common Stock. Each share of Common Stock (Except as otherwise provided herein, each share of the Company’s common stock, no par value per share (the “Common Stock, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and, except as provided in shares to be canceled pursuant to Section 2.4, 2.6(c) and Dissenting Shares), will ) shall be converted into the right to receive receive, upon the Effective Time, $2.85 2.10 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3), without interest (the “Merger Consideration”).

Appears in 1 contract

Samples: Merger Agreement (Silicon Storage Technology Inc)

Conversion of Common Stock. Each share of Company Common Stock (each share of Common Stock, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Cancelled Shares and, except as provided in Section 2.4, and Dissenting Shares), ) will be converted into the right to receive $2.85 0.73 in cash from the Surviving Corporation (through the Paying Agent as provided in Section 2.3)cash, without interest (the “Merger Consideration”).

Appears in 1 contract

Samples: Merger Agreement (Realnetworks Inc)

Conversion of Common Stock. Each share of Common Stock (each share of Common Stock, a “Share” and collectively, the “Shares”), Company issued and outstanding immediately prior to the Effective Time (each, a “Common Share”), other than Excluded any Dissenting Shares andand any Cancelled Shares, except as provided in Section 2.4, Dissenting Shares), will shall be converted into the right to receive $2.85 the Common Stock Per Share Merger Consideration in cash from cash, without interest, payable to the Surviving Corporation (through holder thereof after surrender of such Common Share in the Paying Agent as manner provided in Section 2.3), without interest (the “Merger Consideration”)2.5.

Appears in 1 contract

Samples: Merger Agreement (Cornerstone Therapeutics Inc)

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