Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub:
(a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and
(b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2.
Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.3, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock whic...
Conversion of Company Capital Stock. The manner of converting shares of the Company in the Merger shall be as follows:
2.8.1 As a result of the Merger and without any action on the part of the holder thereof, all shares of Company Capital Stock issued and outstanding at the Effective Time shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Capital Stock shall thereafter cease to have any rights with respect to such shares of Company Capital Stock, except the right to receive, without interest, validly issued, fully paid and nonassessable shares of Acquiror Common Stock and other consideration, if any, determined in accordance with the provisions of Exhibit 2.8.1 attached hereto (collectively, the "Merger Consideration") upon the surrender of such certificate.
2.8.2 Each share of Company Capital Stock held in the Company's treasury at the Effective Time, by virtue of the Merger, shall cease to be outstanding and shall be canceled and retired without payment of any consideration therefor and shall cease to exist.
Conversion of Company Capital Stock. By virtue of the Merger and without any further action on the part of Parent, Company, Merger Sub or the holders of any of Company's securities, at the Effective Time, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time, but excluding any shares canceled pursuant to Section 1.6(c)), will be automatically canceled, extinguished and converted into the right to receive a fraction of a share of Parent Common Stock equal to the Exchange Ratio and cash in lieu of fractional shares in accordance with Section 1.6(g).
Conversion of Company Capital Stock. Each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be canceled in accordance with Section 2.01(b), (ii) except as provided in Section 2.02, the Appraisal Shares and (iii) except as provided in Section 2.03, the Restricted Shares that are not Cash-Out Restricted Shares) shall be converted into (x) with respect to each share of the Company Common Stock, the right to receive $7.13 in cash, without interest (the “Common Stock Merger Consideration”) and (y) with respect to each share of the Company Preferred Stock, the right to receive $1,500 in cash, without interest (the “Preferred Stock Merger Consideration”; and together with the Common Stock Merger Consideration, as applicable, the “Merger Consideration”). At the Effective Time such shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented any such shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration in accordance with the terms of this Agreement. The right of any holder of any share of Company Capital Stock to receive the applicable Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law, such withholding to be pursuant to the terms of Section 2.04(f) and any applicable tax Law.
Conversion of Company Capital Stock. Each share of Common Stock, no par value, of the Company (the "Company Capital Stock") issued and outstanding immediately prior to the Effective Time (other than any shares of Company Capital Stock to be canceled pursuant to Section 1.6(b)) will be converted into the right to receive $5.25 in cash, without interest (the "Merger Consideration"), upon surrender of the certificate or certificates which immediately prior to the Effective Time represented such Company Capital Stock. All shares of Company Capital Stock, when converted, shall no longer be outstanding and shall automatically be canceled and retired and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive such Merger Consideration.
Conversion of Company Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Capital Stock, Wireless or Merger Sub (i) ALL shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time, (ii) ALL shares of Company Series A Preferred Stock and Company Series B Preferred Stock which are issued and outstanding immediately prior to the Effective Time, and (iii) ALL shares of Company Common Stock issuable under any "OUTSTANDING COMPANY STOCK OPTIONS" (as defined below) which are issued and outstanding immediately prior to the Effective Time, shall collectively be converted into that number of shares of common stock, $.001 par value per share (the "WIRELESS COMMON STOCK") of Wireless (the "INITIAL WIRELESS MERGER STOCK") as shall, in the aggregate, be equal to seventy-five (75%) percent of the aggregate number of shares of "FULLY-DILUTED WIRELESS STOCK" (as defined) to be issued and outstanding AFTER giving effect to the issuance of all shares of such Initial Wireless Merger Stock. As used herein, the term "FULLY-DILUTED WIRELESS STOCK" shall mean, as at the date in question (i) the aggregate number of shares of Wireless Common Stock which are issued and outstanding, plus (ii) such additional number of shares of Wireless Common Stock that would be issued and outstanding, after giving effect to the exercise of all the outstanding options, warrants or other stock purchase rights and the conversion into Wireless Common Stock of all then outstanding convertible notes, convertible preferred stock or other securities convertible into or exchangeable for Wireless Common Stock. Based on Wireless' representations and warranties contained herein that immediately prior to the Closing Date the Fully-Diluted Wireless Stock shall consist of 4,500,000 shares, on the Closing Date, Wireless shall issue a total of 13,500,000 shares of Initial Wireless Merger Stock to the Company Stockholders; at which time an aggregate of 18,000,000 shares of Fully-Diluted Wireless Stock shall be issued and outstanding. At the Effective Time, each share of Company Capital Stock no longer shall be deemed outstanding and automatically shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the Initial Wireless Merger Stock and the "Additional Wir...
Conversion of Company Capital Stock. At the Effective Time, each outstanding share of the Company Capital Stock (on an as-converted basis) (other than Dissenting Shares and shares held in the Company's treasury) upon the terms and subject to the conditions set forth below and throughout this Agreement, will be canceled and extinguished and be converted automatically into the right to receive such number of shares of Parent Common Stock equal to the Exchange Ratio, upon the terms and subject to conditions set forth in this Section 1.6 and throughout this Agreement.
Conversion of Company Capital Stock. Each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Capital Stock to be canceled pursuant to Section 1.8(b) and any Dissenting Shares (as defined and to the extent provided in Section 1.9(a)) shall be canceled and extinguished and be converted automatically into the right to receive that portion of the Merger Consideration set forth in Section 1.7, upon surrender of the certificate representing such share of Company Capital Stock in the manner provided in Section 1.10.
Conversion of Company Capital Stock. Subject to Sections 2.02(d), 2.02(f) and 2.03(e), (i) each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.02(b)), shall be converted into the right to receive 0.75 (the "Common Conversion Number") of a fully paid and nonassessable share of Holdco Common Stock and (ii) each issued and outstanding share of Class C Preferred Stock (other than shares to be canceled in accordance with Section 2.02(b)) shall be converted into the right to receive 4.80 fully paid and nonassessable shares of Holdco Common Stock. As of the Effective Time of the Mergers, all such shares of Company Capital 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 Capital Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any such certificates, certificates representing the shares of Holdco Common Stock and any cash in lieu of fractional shares of Holdco Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.03, without interest.
