Common use of Conversion of Company Common Shares Clause in Contracts

Conversion of Company Common Shares. Subject to the provisions of this Section 2.1, each Company Common Share, other than shares canceled pursuant to Section 2.1(b), issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive $38.00 in cash (the "Merger Consideration"). At the Effective Time, all such Company Common Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate ("Certificate") representing any such Company Common Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Berkshire Energy Resources), Agreement and Plan of Merger (Energy East Corp)

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Conversion of Company Common Shares. Subject to the provisions of this Section 2.1, each All Company Common Share, other than shares canceled pursuant to Section 2.1(b), Shares that are issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled or converted in accordance with Section 2.1(b)) shall by virtue of the Merger and without any action on the part of the holder thereof, be automatically converted into the right to receive $38.00 the Merger Consideration payable in cash (the "Merger Consideration")respect of such Company Common Shares. At As of the Effective Time, all such Company Common Shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate ("Certificate") representing that immediately prior to the Effective Time represented any such Company Common Shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration with respect to such Company Common Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Itt Corp), Agreement and Plan of Merger (Edo Corp)

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