Common use of Conversion of Company Capital Stock Clause in Contracts

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).

Appears in 2 contracts

Samples: Merger Agreement (Speedfam Ipec Inc), Agreement and Plan of Reorganization (Novellus Systems Inc)

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Conversion of Company Capital Stock. By virtue of the Merger and without any further action on the part of Parent, Company, the 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(g1.6(f).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Novellus Systems Inc)

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 At the Effective Time, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time, but excluding Time (other than any shares of Company Capital Stock to be canceled pursuant to Section 1.6(c1.6(b) and any Dissenting Shares (as provided in Section 1.7)), ) will be automatically canceled, canceled and extinguished and be converted automatically into the right to receive a fraction that number of a share shares of Parent Common Stock equal to the Exchange Ratio and cash in lieu Ratio, rounded down to the nearest whole share of fractional shares in accordance with Section 1.6(g)Parent Common Stock.

Appears in 1 contract

Samples: Strategic Alliance Agreement and Plan of Merger (Broadcom Corp)

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 At the Effective Time, each share of Company Capital Stock issued and outstanding immediately prior to the Effective TimeTime as set forth on Schedule 2.4, but excluding (other than any shares of Company Capital Stock to be canceled pursuant to Section 1.6(c1.6(b) and any Dissenting Shares (as provided in Section 1.7)), ) will be automatically canceled, canceled and extinguished and be converted automatically into the right to receive a fraction that number of a share shares of Parent Common Stock equal to the Common Stock Exchange Ratio and cash in lieu Ratio, as defined below, as the case may be, rounded down to the nearest whole share of fractional shares in accordance with Section 1.6(g).Parent Common Stock. For purposes of this Agreement:

Appears in 1 contract

Samples: Merger Agreement (Omicron Technologies Inc)

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 securitiestheir respective shareholders, 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 one share of Parent Common Stock equal to multiplied by the Exchange Ratio and cash in lieu of fractional shares in accordance with Section 1.6(g(the "Merger Consideration").

Appears in 1 contract

Samples: Merger Agreement (Gish Biomedical Inc)

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Conversion of Company Capital Stock. By virtue of the ----------------------------------- Merger and without any further action on the part of Parent, Company, the 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(g1.6(f).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Gasonics International Corp)

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 securitiestheir respective shareholders, 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 one share of Parent Common Stock equal to multiplied by the Exchange Ratio and cash in lieu of fractional shares in accordance with Section 1.6(g(the "Merger ------ Consideration").. -------------

Appears in 1 contract

Samples: Merger Agreement (Cardiotech International Inc)

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