Conversion of Company Common Shares. All Company Common 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 be automatically converted into the right to receive the Merger Consideration payable in respect of such Company Common Shares. As of the Effective Time, all such Company Common Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate 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 Consideration with respect to such Company Common Shares.
Appears in 2 contracts
Samples: Merger Agreement (Itt Corp), Merger Agreement (Edo Corp)
Conversion of Company Common Shares. All Subject to the provisions of this Section 2.1, each Company Common Shares that are Share, other than shares canceled pursuant to Section 2.1(b), issued and outstanding immediately prior to the Effective Time (other than shares to shall by virtue of the Merger and without any action on the part of the holder thereof, be cancelled or converted in accordance with Section 2.1(b)) shall be automatically converted into the right to receive $38.00 in cash (the "Merger Consideration payable in respect of such Company Common SharesConsideration"). As of At the Effective Time, all such Company Common Shares shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented ("Certificate") representing any such Company Common Shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration with respect to such Company Common SharesConsideration.
Appears in 2 contracts
Samples: Merger Agreement (Berkshire Energy Resources), Merger Agreement (Energy East Corp)