Conversion of Common Stock. Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled or converted in accordance with Section 2.1(b) and other than Dissenting Shares) shall be converted into the right to receive the Offer Price, payable to the holder thereof in cash, without interest (the “Merger Consideration”). From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Share in accordance with Section 2.2, without interest thereon.
Appears in 3 contracts
Samples: Merger Agreement (Volcom Inc), Merger Agreement (Danaher Corp /De/), Merger Agreement (Beckman Coulter Inc)
Conversion of Common Stock. Each Share issued and outstanding immediately prior to the Effective Time Share (other than Shares to be cancelled or converted in accordance with Section 2.1(b) and other than Dissenting Shares) shall be converted into the right to receive the Offer Price, payable to the holder thereof in cash, without interest (the “"Merger Consideration”"). From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Share in accordance with Section 2.2, without interest thereon.. (d)
Appears in 2 contracts
Samples: Merger Agreement (Hewlett Packard Co), Merger Agreement (Opsware Inc)
Conversion of Common Stock. Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled or converted in accordance with Section 2.1(b) and other than Dissenting Shares) shall be converted into the right to receive the Offer Price, Merger Consideration payable to the holder thereof in cash, without interest (the “Merger Consideration”)thereof. From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Share in accordance with Section 2.2, without interest thereon.
Appears in 2 contracts
Samples: Merger Agreement (International Paper Co /New/), Merger Agreement (Temple Inland Inc)
Conversion of Common Stock. Each Share share of common stock, no par value per share, of the Company issued and outstanding immediately prior to before the Effective Time (other than collectively, the “Company Common Stock” and, each, a “Share”), including all Restricted Shares, but excluding Shares to be cancelled or converted in accordance with pursuant to Section 2.1(b) and other than Dissenting Shares) ), shall be converted automatically into the right to receive $49.38 per Share in cash (the “Merger Consideration”), without interest. All Shares that have been converted into the right to receive the Offer Price, payable to Merger Consideration as provided in this Section 2.1(a) shall be automatically cancelled upon the holder conversion thereof in cash, without interest (the “Merger Consideration”). From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder the holders of a Share certificates that immediately before the Effective Time represented such Shares shall cease to have any rights with respect thereto, except to such Shares other than the right to receive the Merger Consideration therefor pursuant to this Section 2.1(a) upon the surrender of such Share certificates in accordance with Section 2.2, without interest thereoninterest.
Appears in 2 contracts
Samples: Merger Agreement (Harris Teeter Supermarkets, Inc.), Merger Agreement (Kroger Co)
Conversion of Common Stock. Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled or converted in accordance with Section 2.1(b) and other than Dissenting Shares) shall be converted into the right to receive an amount equal to the Offer Price, payable to the holder thereof in cash, without interest (the “Merger Consideration”). From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Share in accordance with Section 2.2, without interest thereon.. Table of Contents
Appears in 1 contract
Samples: Merger Agreement (Johnson & Johnson)
Conversion of Common Stock. (i) Each Share share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares to be cancelled or converted in accordance with Section 2.1(b) and other than Dissenting Shares) shall be converted into the right to receive the Offer Price, payable $27.10 in cash (subject to the holder thereof in cashany applicable withholding tax), without interest (the “Merger Consideration”). From and after the Effective Time, all such Shares .
(ii) All shares of Common Stock that have been converted pursuant to Section 2.1(c)(i) shall no longer be outstanding and shall canceled automatically be cancelled and shall cease to exist, and each holder the holders of a Share certificates which immediately prior to the Effective Time represented those shares (“Certificates”) shall cease to have any rights with respect theretoto those shares, except other than the right to receive the Merger Consideration therefor upon the surrender of such Share their Certificates in accordance with Section 2.2, without interest thereon.
Appears in 1 contract
Samples: Merger Agreement (Interpool Inc)
Conversion of Common Stock. Each Share issued and outstanding immediately prior to the Effective Time Share (other than Shares to be cancelled or converted in accordance with Section 2.1(b) and other than Dissenting Shares) shall be converted into the right to receive the Offer Price$13.00, payable to the holder thereof in cash, without interest (the “Merger Consideration”). From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Share shall cease to have any rights with respect theretothereto (including the associated Rights), except the right to receive the Merger Consideration therefor upon the surrender of such Share in accordance with Section 2.2, without interest thereon.
Appears in 1 contract
Conversion of Common Stock. Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled or converted in accordance with Section 2.1(b) and other than Dissenting Shares) shall be converted into the right to receive an amount equal to the Offer Price, payable to the holder thereof in cash, without interest (the “Merger Consideration”). From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Share in accordance with Section 2.2, without interest thereon.
Appears in 1 contract
Conversion of Common Stock. Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled or converted in accordance with Section 2.1(b) and other than Dissenting Shares) shall be converted automatically into and shall thereafter represent the right to receive the Offer Price, payable an amount in cash equal to the holder thereof in cash$0.50, without interest (the “Merger Consideration”), payable in accordance with this Agreement. From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Share in accordance with Section 2.2, without interest thereon.
Appears in 1 contract
Samples: Merger Agreement (Presstek Inc /De/)