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 into the right to receive the Offer Price in cash, without interest (the “Merger Consideration”). (ii) All shares of Common Stock that have been converted pursuant to Section 3.1(c)(i) shall be canceled automatically and shall cease to exist, and the holders of (A) certificates which immediately before the Effective Time represented such shares (the “Certificates”) or (B) shares represented by book-entry (the “Book-Entry Shares”) shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration in accordance with Section 3.2 and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (LD Commodities Sugar Holdings LLC), Merger Agreement (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 cancelled and converted into the right to receive the Offer Price $27.50 in cash, without interest (the “Merger Consideration”).
(ii) All shares of Common Stock that have been converted pursuant to Section 3.1(c)(i2.1(c)(i) shall be canceled automatically and shall cease to exist, and the holders of (A) certificates which immediately before the Effective Time represented such shares (the “Certificates”) or (B) shares represented by book-entry (the “Book-Entry Shares”) shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration in accordance with Section 3.2 2.2 and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Perry Ellis International, Inc), Merger Agreement (Feldenkreis George)
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 into the right to receive an amount in cash equal to the Offer Price in cashPrice, without interest (the “Merger Consideration”).
(ii) All shares of Common Stock that have been converted pursuant to Section 3.1(c)(i2.1(c)(i) shall be canceled automatically and shall cease to exist, and the holders of (A) certificates which that immediately before the Effective Time represented such shares (the “Certificates”) or (B) such shares represented by book-entry (the “Book-Entry Shares”) shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration in accordance with Section 3.2 and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time2.2.
Appears in 1 contract
Samples: Merger Agreement (Reis, Inc.)
Conversion of Common Stock. (i) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Common Stock issued Stock,” and each, a “Share”) that is outstanding immediately before prior to the Effective Time (other than Time, but excluding Excluded Shares and Dissenting Shares) , shall be cancelled and converted automatically into the right to receive the Offer Price $46.00 per Share in cash, without interest (the “Merger Consideration”).
(ii) . All shares of Common Stock Shares that have been converted pursuant into the right to receive the Merger Consideration as provided in this Section 3.1(c)(i2.1(a) shall be canceled automatically cancelled upon the conversion thereof and shall cease to exist, and the holders of (A) certificates which Book-Entry Shares or Certificates that immediately before prior to the Effective Time represented such shares (the “Certificates”) or (B) shares represented by book-entry (the “Book-Entry Shares”) Shares shall cease to have any rights with respect to those shares, such Shares other than the right to receive the Merger Consideration upon surrender of Book-Entry Shares or Certificates in accordance with Section 3.2 and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time2.2.
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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 cancelled and converted into the right to receive an amount in cash equal to the Offer Price in cashPrice, without interest (the “Merger Consideration”).
(ii) All shares of Common Stock that have been converted pursuant to Section 3.1(c)(i2.1(c)(i) shall be canceled automatically and shall cease to exist, and the holders of (A) certificates which that immediately before the Effective Time represented such shares (the “Certificates”) or (B) shares represented by book-entry (the “Book-Entry Shares”) shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration in accordance with Section 3.2 and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time2.2.
Appears in 1 contract
Samples: Merger Agreement (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 cancelled canceled and converted into 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”).
(ii) All shares of Common Stock that have been converted pursuant to Section 3.1(c)(i) shall be canceled automatically and shall cease to exist, and the holders of (A) certificates which immediately before the Effective Time represented such shares (the “Certificates”) or (B) shares represented by book-entry (the “Book-Entry Shares”) shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration in accordance with Section 3.2 and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time3.2.
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Conversion of Common Stock. (i) Each share of Common Stock issued and outstanding immediately before the Effective Time (Share, other than Excluded Shares and Dissenting Shares) , issued and outstanding immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive the Offer Price $9.60 in cash, without interest (the “Merger Consideration”).
(ii) All shares of Common Stock that have been converted pursuant to Section 3.1(c)(i) , whereupon all such Shares shall be automatically canceled automatically and shall cease to exist, and the holders of (A) certificates which immediately before the Effective Time represented such shares (the “Certificates”) or (B) shares represented by book-entry (the “Book-Entry Shares”) thereof shall cease to have any rights with respect to those shares, thereto other than the right to receive the Merger Consideration (less any applicable withholding Taxes), upon surrender of Certificates or Book-Entry Shares in accordance with Section 3.2 2.2.
(ii) Each share of Class B Common Stock issued and any dividends or other distributions with a record date outstanding immediately prior to the Effective Time which may shall be automatically cancelled and shall cease to exist, and the holders thereof shall cease to have been authorized by the Company and which remain unpaid at the Effective Timeany rights with respect thereto.
Appears in 1 contract
Samples: Merger Agreement (Pzena Investment Management, 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 into the right to receive an amount in cash equal to the Offer Price in cashPrice, without interest (the “"Merger Consideration”").
(ii) All shares of Common Stock that have been converted pursuant to Section 3.1(c)(i2.1(c)(i) shall be canceled automatically and shall cease to exist, and the holders of (A) certificates which that immediately before the Effective Time represented such shares (the “"Certificates”") or (B) shares represented by book-entry (the “"Book-Entry Shares”") shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration in accordance with Section 3.2 and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time2.2.
Appears in 1 contract
Samples: Merger Agreement
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 into the right to receive the Offer Price $8.25 in cash, without interest (the “Merger Consideration”).
(ii) All shares of Common Stock that have been converted pursuant to Section 3.1(c)(i2.1(c)(i) shall be canceled automatically and shall cease to exist, and the holders of (A) certificates which immediately before the Effective Time represented such shares (the “Certificates”) or (B) shares represented by book-entry (the “Book-Entry Shares”) shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration in accordance with Section 3.2 2.2 and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.
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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 cancelled and converted into the right to receive the Offer Price $0.90 in cash, without interest (the “Merger Consideration”).
(ii) All shares of Common Stock that have been converted pursuant to Section 3.1(c)(i2.1(c)(i) shall be canceled automatically and shall cease to exist, and the holders of (A) certificates which immediately before the Effective Time represented such shares (the “Certificates”) or (B) shares represented by book-entry (the “Book-Entry Shares”) shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration in accordance with Section 3.2 2.2 and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.
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Samples: Merger Agreement (Stein Mart Inc)