Conversion of Company Common Stock and Company Preferred Stock. (i) Each issued and outstanding share of Company Common Stock (excluding shares cancelled pursuant to Section 2.01(b) and any Dissenting Shares to the extent provided in Section 2.04 but including all shares of Company Common Stock issued upon conversion of any Company Preferred Stock or exercise of Company Options or Company Warrants occurring after the date of this Agreement) shall be converted into the right to receive a number of shares of Parent Common Stock equal to: (x) 500,000, divided by (y) the total number of shares of Company Common Stock outstanding at the Effective Time, such quotient to be carried out to eight decimal points (the "Common Stock Exchange Ratio");
(ii) Each issued and outstanding share of Company Preferred Stock (excluding shares cancelled pursuant to Section 2.01(b) and any Dissenting Shares to the extent provided in Section 2.04) shall be converted into the right to receive a number of shares of Parent Common Stock equal to: (x) 1,000,000, divided by (y) the total number of shares of Company Preferred Stock outstanding at the Effective Time, such quotient carried out to eight decimal points (the "Preferred Stock Exchange Ratio");
(iii) The total number of shares of Parent Common Stock issuable in exchange for the Company Common Stock and Company Preferred Stock shall be referred to herein collectively as the “Merger Consideration.” In no event shall the aggregate number of shares of Parent Common Stock to be issued or issuable hereunder in exchange for Company Common Stock and Company Preferred Stock exceed 1,500,000 (or such lesser number if decreased in accordance with Section 2.04). Except as set forth in this Article II, no other amounts shall be payable with respect to such Company Common Stock.
Conversion of Company Common Stock and Company Preferred Stock. At the Effective Time, each share of Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock and Company Preferred Stock to be canceled pursuant to Section 1.4(b)) will be canceled and extinguished and be converted automatically into the right to receive 0.77616 shares of Parent Common Stock, subject to any adjustments made pursuant to Section 1.4(e) (the “Exchange Ratio”).
Conversion of Company Common Stock and Company Preferred Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b) and Appraisal Shares) shall be converted into the right to receive $19.00 in cash, without interest (the "Common Stock Merger Consideration"). Each issued and outstanding share of Company Preferred Stock (other than shares to be canceled in accordance with Section 2.01(b) and Appraisal Shares) shall be converted into the right to receive $154.375 in cash without interest (the "Preferred Stock Merger Consideration"). All such shares of Company Common Stock and Company Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock or Company Preferred Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Common Stock Merger Consideration or the Preferred Stock Merger Consideration, as applicable.
Conversion of Company Common Stock and Company Preferred Stock. In accordance with the Company’s certificate of incorporation, as in effect on the date of this Agreement, each issued and outstanding share of Company Common Stock (other than as set forth in Section 2.7(b) or Section 2.8) shall be converted to the right to receive the Common Per Share Amount and each share of Company Preferred Stock shall be converted into the right to receive the applicable Preferred Per Share Amount. At the Effective Time, all Shares (including shares of treasury stock) shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each Certificate formerly representing any of such Shares (other than as set forth in Section 2.7(b) or Section 2.8) shall thereafter represent only the right to receive a portion of the Total Merger Consideration as calculated pursuant to this Section 2.7(c).
Conversion of Company Common Stock and Company Preferred Stock. Each share of Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Holdco Common Stock and Holdco Preferred Stock, respectively.
Conversion of Company Common Stock and Company Preferred Stock. Each share of (i) Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 3.1(a)(i)) shall automatically be converted into the right to receive $8.50 in cash without any interest thereon (the “Common Merger Consideration”), and (ii) Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 3.1(a)(i)) shall automatically be converted into the right to receive an amount in cash, without any interest thereon, equal to the sum of (A) $25.00 and (B) all accrued and unpaid dividends on such share of Company Preferred Stock to, but excluding, the Closing Date (the “Preferred Merger Consideration”). At the Effective Time, each share of Company Common Stock and Company Preferred Stock converted into the right to receive the Common Merger Consideration or the Preferred Merger Consideration, as applicable, pursuant to this Section 3.1(a)(ii), when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock, as applicable, shall cease to have any rights with respect thereto other than the right to receive the applicable Merger Consideration in accordance with Section 3.2.
Conversion of Company Common Stock and Company Preferred Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) and the Appraisal Shares) shall be converted into the right to receive $45.00 in cash, without interest (the "Common Stock Merger Consideration"). Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) and the Appraisal Shares) shall be converted into the right to receive $4,500.00 in cash, without interest, which is equivalent to the Common Stock Merger Consideration on an as converted basis (the "Preferred Stock Merger Consideration" and, together with the Common Stock Merger Consideration, the "Merger Consideration"). At the Effective Time, all such shares of Company Common Stock and Company Preferred Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock or Company Preferred Stock (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Common Stock Merger Consideration or the Preferred Stock Merger Consideration, respectively. The right of any holder of a Certificate 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.
Conversion of Company Common Stock and Company Preferred Stock. Subject to the terms and upon the conditions herein (including Schedule 5.2 of the Company Disclosure Schedule), (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.7(b) and the Appraisal Shares) shall be converted into the right to receive an amount in cash equal to $182,000 ("Common Stock Merger Consideration"), and (ii) each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.7(b) and the Appraisal Shares) shall be converted into the right to receive an amount in cash equal to the product of (A) the Common Stock Merger Consideration multiplied by (B) the number of shares of Company Common Stock into which each such share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time is convertible ("Preferred Stock Merger Consideration"). At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, or the holders thereof, all such shares of Company Common Stock and Company Preferred Stock shall no longer be outstanding and shall automatically cease to exist and each holder of a Certificate shall cease to have any rights with respect thereto, except the right to receive (Y) for each share of Company Common Stock, the Common Stock Merger Consideration, and (Z) for each share of Company Preferred Stock, the Preferred Stock Merger Consideration, in each case, in accordance with this Section 2.7(c). Notwithstanding anything to the contrary herein, upon surrender of any Certificate representing fractional shares of Company Common Stock or Company Preferred Stock, the holder thereof shall be paid the cash value of such fraction, which shall be equal to such fraction multiplied by the Common Stock Merger Consideration or the Preferred Stock Merger Consideration with respect thereto, as the case may be.
Conversion of Company Common Stock and Company Preferred Stock. Subject to Section 1.9(e), each issued and outstanding share of Company Common Stock and Company Preferred Stock (other than shares to be canceled in accordance with Section 1.8(b)) shall be converted into the right to receive a number of fully paid and nonassessable shares of Parent Common Stock equal to the quotient of {(A) divided by (B)} divided by (C), where (A) equals $30,000,000 minus the aggregate amount of Company Debt (as defined below);
Conversion of Company Common Stock and Company Preferred Stock. Each share of Common Stock, $0.01 par value per share, of Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time, and each share of Series C Preferred Stock, par value $0.01 per share, of Company (the "Company Preferred Stock") issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock and Company Preferred Stock to be canceled pursuant to Section 1.6(b), will be canceled and extinguished and automatically converted into the right to receive, respectively (the "Merger Consideration"), an amount, in cash, equal to (a) $28.75 per share of Company Common Stock and (b) $22.09 per share of Company Preferred Stock.
