Common use of Conversion of Company Capital Stock Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Career Education Corp)

AutoNDA by SimpleDocs

Conversion of Company Capital Stock. Each share of Common Stock, no par value, of the Company (the "Company Capital Stock") Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Capital Stock to be canceled pursuant to and retired in accordance with Section 1.6(b)2.6(a) will and other than Dissenting Shares) shall be converted into the right to receive $5.25 the Closing Per Share Consideration of such Company Capital Stock in cash, without interest (the "Merger Consideration"), upon surrender of the certificate or certificates which immediately prior to the Effective Time represented interest. Each such Company Capital Stock. All shares share of Company Capital Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and each holder of a shall cease to exist. Each certificate representing that, immediately prior to the Effective Time, represented any such shares of Company Capital Stock (a “Company Certificate”) shall cease to have represent any rights with respect thereto, except the right to receive receive, in accordance with Section 3.1(d), the Closing Per Share Consideration of such Merger ConsiderationCompany Capital Stock with respect to each share of Company Capital Stock that, immediately prior to the Effective Time, was represented thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blackboard Inc)

Conversion of Company Capital Stock. Each share of Common Stock, no par value, of the Company (the "Company Capital StockCOMPANY 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 ConsiderationMERGER 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (California Culinary Academy Inc)

AutoNDA by SimpleDocs

Conversion of Company Capital Stock. Each share of Common Stock, no par value, of the Company (the "Company Capital Stock") Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Company Capital Stock to be canceled pursuant to cancelled and retired in accordance with Section 1.6(b3.01(a), and (ii) Dissenting Shares) will be converted into the right to receive $5.25 receive, in cashcash and without interest, without interest an amount equal to the Offer Price (the "Merger Consideration"), upon surrender of the certificate or certificates which immediately prior to . At the Effective Time represented such Company Capital Stock. All Time, all shares of Company Capital Stock, when converted, shall Stock will no longer be outstanding and shall automatically all shares of Company Capital Stock will be canceled cancelled and retired and will cease to exist, and, subject to Section 3.03, each holder of a certificate formerly representing any such shares shall (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive such the Merger ConsiderationConsideration in accordance with Section 3.02 hereof.

Appears in 1 contract

Samples: Tender and Voting Agreement (Computer Software Innovations, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!