Conversion of Common Stock. Subject to Section 3.1(e), -------------------------- each issued and outstanding share of Common Stock (other than shares to be canceled in accordance with Section 3.1(b)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the price paid for each share of Common Stock in the Offer (the "Merger Consideration"). As of the Effective Time, all shares of the -------------------- Common Stock 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 shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest.
Appears in 3 contracts
Samples: Merger Agreement (Sun Healthcare Group Inc), Agreement and Plan of Merger (Sun Healthcare Group Inc), Merger Agreement (Regency Health Services Inc)
Conversion of Common Stock. Subject to Section 3.1(e3.01(d), -------------------------- each issued and outstanding share of Common Stock (other than shares to be canceled in accordance with Section 3.1(b3.01(b)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the price paid for each per share of Common Stock in paid pursuant to the Offer (the "Merger Consideration"). As of the Effective TimeTime of the Merger, all such shares of the -------------------- Common Stock 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 shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest.
Appears in 2 contracts
Samples: Merger Agreement (Tomkins PLC), Merger Agreement (Stant Corp)
Conversion of Common Stock. Subject to Section 3.1(e), -------------------------- each issued and Each outstanding share of Common Stock (other than shares of Common Stock to be canceled cancelled in accordance with Section 3.1(b2.1(b) and other than Dissenting Common Stock (as defined in Section 2.3)) shall be converted into the right to receive from the Surviving Corporation Offer Price, payable to the holder thereof in cash, without interest, the price paid for each share of Common Stock in the Offer interest (the "βMerger Consideration"β). As of From and after the Effective Time, all such shares of the -------------------- Common Stock shall no longer be remain outstanding and shall automatically be canceled cancelled and retired and shall cease to existretired, and each holder of a certificate representing any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interestinterest thereon.
Appears in 2 contracts
Samples: Merger Agreement (Gulfside Supply, Inc.), Merger Agreement (Eagle Supply Group Inc)
Conversion of Common Stock. Subject to Section 3.1(e), -------------------------- each issued and outstanding share of Common Stock (other than shares to be canceled in accordance with Section 3.1(b)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the price paid for each share of Common Stock in the Offer (the "Merger Consideration"). As of the Effective Time, all shares of the -------------------- Common Stock 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 shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest.
Appears in 2 contracts
Samples: Merger Agreement (Genesis Eldercare Acquisition Corp), Merger Agreement (Multicare Companies Inc)
Conversion of Common Stock. Subject to Section 3.1(e), -------------------------- each issued and Each outstanding share (including any Restricted Shares) of Common Stock (other than shares of Common Stock to be canceled cancelled in accordance with Section 3.1(b)3.2 and other than Dissenting Common Stock) shall cease to be outstanding and shall be converted into automatically into, and represent the right to receive from the Surviving Corporation Merger Consideration, payable to the holder thereof in cash, without interest, the price paid for each share of Common Stock in the Offer (the "Merger Consideration"). As of From and after the Effective Time, all such shares of the -------------------- Common Stock shall no longer be remain outstanding and shall automatically be canceled cancelled and retired and shall cease to existretired, and each holder of a certificate representing any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 3.6, without interestinterest thereon.
Appears in 2 contracts
Samples: Merger Agreement (Mobius Management Systems Inc), Merger Agreement (Mobius Management Systems Inc)
Conversion of Common Stock. Subject to Section 3.1(e3.01(e), -------------------------- each issued and outstanding share of Common Stock (other than shares to be canceled or converted in accordance with Section 3.1(bSections 3.01(b) and 3.01(c)) ), together with the associated Right, shall be converted into the right to receive from the Surviving Corporation $20.25 in cash, without interest, the price paid for each share of Common Stock in the Offer cash (the "Merger Consideration"). As of the Effective TimeTime of the Merger, all such shares of the -------------------- Common Stock (and the associated Rights) 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 shares of Common Stock (and the associated Rights) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest.
Appears in 1 contract
Samples: Merger Agreement (Lazard Freres Real Estate Investors LLC)
Conversion of Common Stock. Subject to Section 3.1(e3.01(e), -------------------------- each --------------------------- issued and outstanding share of Common Stock (other than shares to be canceled or converted in accordance with Section 3.1(bSections 3.01(b) and 3.01(c)) ), together with the associated Right, shall be converted into the right to receive from the Surviving Corporation $20.25 in cash, without interest, the price paid for each share of Common Stock in the Offer cash (the "Merger Consideration"). As of the Effective TimeTime of the Merger, all such shares of the -------------------- Common Stock (and the associated Rights) 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 shares of Common Stock (and the associated Rights) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest.
Appears in 1 contract
Conversion of Common Stock. Subject to Section 3.1(e3.01(d), -------------------------- each --------------------------- issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 3.1(b3.01(b)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the price paid for each share of Company Common Stock in the Offer (the "Merger Consideration"). As of the Effective Time, all such shares of the -------------------- Company Common Stock 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 shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest.
Appears in 1 contract
Samples: Tender Offer Statement