Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares (as defined in Section 3.5)) will be converted into the right to receive the per share amount actually paid in the Offer, payable to the holder thereof in cash, without any interest thereon (such amount is herein referred to as the "Merger Consideration"), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.
Appears in 3 contracts
Samples: Merger Agreement (Republic Engineered Steels Inc), Merger Agreement (Res Acquisition Corp), Merger Agreement (Republic Engineered Steels Inc)
Conversion of Company Common Stock. Each Except as otherwise provided in Section 3.1(b), each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares to be cancelled in accordance with Section 3.1(beach, a “Share”) and Dissenting Shares (as defined in Section 3.5)) will shall be converted into and represent the right to receive receive, and will be exchangeable for, 1.4 shares (the per share amount actually “Common Stock Exchange Ratio”) of validly issued, fully paid in and nonassessable shares of Acquiror Common Stock, subject to adjustment pursuant to Section 3.2 (the Offer, payable to the holder thereof in cash, without any interest thereon (such amount is herein referred to as the "“Merger Consideration"”), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.
Appears in 3 contracts
Samples: Merger Agreement (Digital Angel Corp), Merger Agreement (Applied Digital Solutions Inc), Merger Agreement (Applied Digital Solutions Inc)
Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than shares to be cancelled canceled in accordance with Section 3.1(b2.01(b) and other than Dissenting Shares (as defined in Section 3.5)Shares) will shall be converted into the right to receive the per share amount actually paid in the Offer, payable to the holder thereof Per Share Amount in cash, without any interest thereon (such amount is herein referred to as the "Merger Consideration"), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.
Appears in 3 contracts
Samples: Merger Agreement (Crane Co /De/), Merger Agreement (Liberty Technologies Inc), Merger Agreement (Liberty Technologies Inc)
Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than shares to be cancelled canceled in accordance with Section 3.1(b) and Dissenting Shares (as defined in Section 3.53.01(b)) will shall be converted into the right to receive the $29.00 per share amount actually paid in the Offer, payable to the holder thereof in cash, without any interest thereon (such amount is herein referred to as the "Merger Consideration"), upon surrender and exchange ) in cash without interest. As of the Certificate (as defined in Section 3.2(b)) Effective Time, all such shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such share of Company Common Stockshares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration without interest.
Appears in 2 contracts
Samples: Merger Agreement (Proassurance Corp), Merger Agreement (Proassurance Corp)
Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior (including Shares subject to vesting or other restrictions (the Effective Time (excluding Shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares (as defined in Section 3.5“Company Restricted Stock”)) will (each, a “Share”) shall be converted into and represent the right to receive receive, and will be exchangeable for, .5 shares (the per share amount actually “Common Stock Exchange Ratio”) of validly issued, fully paid in and nonassessable shares of Acquiror Common Stock, subject to adjustment pursuant to Section 3.2 (the Offer, payable to the holder thereof in cash, without any interest thereon (such amount is herein referred to as the "“Merger Consideration"”), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Steel Vault Corp), Merger Agreement (VeriChip CORP)
Conversion of Company Common Stock. Each At the Effective Time, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding Shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares (as defined in Section 3.5)) will Time, other than the Excluded Shares, shall be converted into the right to receive receive, an amount of cash equal to the per share amount actually paid Per Share Merger Consideration, without interest, as set forth in the Offer, payable Final Adjustment Statement finally determined and agreed upon by the parties pursuant to the holder thereof in cash, without any interest thereon (such amount is herein referred to as the "Merger Consideration"Section 1.5(c), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Nano Dimension Ltd.), Merger Agreement (Desktop Metal, Inc.)
Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than shares to be cancelled canceled in accordance with Section 3.1(b) and Dissenting Shares (as defined in Section 3.5)) will (collectively, the "Exchanging Company Shares") shall be converted into the right to receive 0.1501 (the per share amount actually paid in the Offer, payable to the holder thereof in cash, without any interest thereon "Exchange Ratio") shares of Parent Common Stock (such amount is herein referred to as the "Merger Consideration"), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Montana Mills Bread Co Inc), Merger Agreement (Krispy Kreme Doughnuts Inc)
Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares (as defined in Section 3.5)) will shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive 1.2582 shares of the per share amount actually paid in the Offer, payable to the holder thereof in cash, without any interest thereon Parent Common Stock (such amount is herein referred to as the "Merger Consideration"), . The Merger Consideration shall be distributed to such holders upon surrender the terms and exchange subject to the conditions of this Agreement and the Certificate (as defined in Section 3.2(b)) representing such share of Company Common StockReorganization Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Henry Bros. Electronics, Inc. / VA), Merger Agreement (JMA Associates, Inc.)
Conversion of Company Common Stock. Each then outstanding share of Company Common Stock issued (other than shares cancelled and outstanding immediately prior retired pursuant to the Effective Time (excluding Shares to be cancelled in accordance with Section 3.1(b2.1(b) and Dissenting Shares (as defined in Section 3.5hereof)) will , shall be converted into and become the right to receive the per share amount actually paid in the Offer, payable to the holder thereof in cash, without any interest thereon (such amount is herein referred to as the "REIT Merger Consideration"), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (RFS Hotel Investors Inc), Merger Agreement (CNL Hospitality Properties Inc)
Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares to be cancelled in accordance with Section 3.1(b) and other than Cancelled Shares, Dissenting Shares (as defined in Section 3.5and Company Restricted Stock)) will , shall be converted into the right to receive the per share amount actually paid in the Offer, payable to the holder thereof in cash, without Per Share Parent Stock Consideration and any interest thereon (such amount is herein referred to as the "Merger Consideration"), upon surrender and exchange portion of the Certificate (as defined Contingent Consideration that may be payable in Section 3.2(b)) representing respect of such share of Company Common Stock, each at the respective times and subject to the contingencies specified in Section 2.08. Each share of Company Restricted Stock shall be treated in accordance with Section 2.01(c).
Appears in 1 contract
Conversion of Company Common Stock. Each share of Company Common Stock (a “Share” or collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (excluding Time, other than Shares to be cancelled in accordance with Section 3.1(b1.3(b) and other than Dissenting Shares (as defined in Section 3.5below)) will , shall be converted into the right to receive the per share amount actually paid in the Offer, payable Milestone Payments pursuant to the holder thereof in cash, without any interest thereon (such amount is herein referred to as the "Merger Consideration"), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock1.5.
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Conversion of Company Common Stock. Each share of Company Common Stock that is issued and outstanding immediately prior to the First Effective Time (excluding Shares other than Cancelled Shares) shall, subject to be cancelled in accordance with Section 3.1(b) the terms and Dissenting Shares (as defined in Section 3.5)) will conditions of this Agreement, be converted into the right to receive (without interest) the per share amount actually paid in the Offerfollowing consideration, payable to the holder thereof in cashas set forth herein: a certificate or book entry reflecting, without any interest thereon (such amount is herein referred to as the "Merger Consideration"), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such for each share of Company Common Stock, a number of shares of Parent Common Stock equal to the Per Common Share Stock Consideration.
Appears in 1 contract
Samples: Merger Agreement (Absci Corp)
Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares (as defined in Section 3.5)Shares) will shall be converted into automatically into, and shall thereafter represent the right to receive the per share receive, subject to Section 3.4, an amount actually paid in the Offer, payable cash equal to the holder thereof in cashOffer Price without interest (collectively, without any interest thereon (such amount is herein referred to as the "“Merger Consideration"”), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.
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Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than shares to be cancelled canceled in accordance with Section 3.1(b2.1(b) and Dissenting Shares (as defined in Section 3.5)Appraisal Shares) will shall be converted into the right to receive the per share amount actually paid in the Offer, payable to the holder thereof $2.75 in cash, without any interest thereon (such amount is herein referred to as the "“Per Share Amount”). As used herein, the term “Merger Consideration"), upon surrender and exchange ” means the cash payable to former stockholders of the Certificate (as defined in Company pursuant to this Section 3.2(b2.1(c)) representing such share of Company Common Stock.. 2
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Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than shares to be cancelled canceled in accordance with Section 3.1(b) and Dissenting Shares (as defined in Section 3.52.01(a)) will shall be converted into the right to receive from the per share Surviving Corporation following the Merger an amount actually paid in the Offer, payable cash equal to the holder thereof in cash, without any interest thereon $31.00 (such amount is herein referred to as the "Merger Consideration"), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Regal Cinemas Inc)
Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares (as defined in Section 3.5)) Stock, will be converted into the right to receive the per share amount actually paid in the Offer, payable to the holder thereof in cashreceive, without any interest thereon (such amount is herein referred to as interest, the "Merger Consideration"), upon surrender and exchange applicable portion of the Certificate (Merger Consideration as defined determined pursuant to Section 1.7 in Section 3.2(b)) representing such share of Company Common Stockcash in accordance with each Selling Shareholder’s Ownership Percentage as set forth on the Consideration Spreadsheet.
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Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than shares to be cancelled canceled in accordance with Section 3.1(b2.1(b) and Dissenting Shares (as defined in Section 3.5)Appraisal Shares) will shall be converted into the right to receive the per share amount actually paid in the Offer, payable to the holder thereof $4.00 in cash, without any interest thereon (such amount is herein referred to as the "“Per Share Amount“). As used herein, the term “Merger Consideration"), upon surrender and exchange ” means the cash payable to former stockholders of the Certificate (as defined in Company pursuant to this Section 3.2(b2.1(c)) representing such share of Company Common Stock.
Appears in 1 contract
Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than (i) shares to be cancelled canceled in accordance with Section 3.1(b2.1(b) and Dissenting Shares (as defined in Section 3.5ii) Appraisal Shares)) will , shall be converted into the right to receive the per share amount actually paid in the Offer, payable to the holder thereof $0.84 in cash, without any interest thereon (such amount is herein referred to as the "Merger ConsiderationPer Share Amount"), and payable upon surrender and exchange in the manner provided in Section 2.3, of the Certificate (as defined in Section 3.2(b)) representing certificate that formerly evidenced such share of Company Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Broadvision Inc)
Conversion of Company Common Stock. Each At the Effective Time, each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than shares to be cancelled in accordance with pursuant to Section 3.1(b) and Dissenting Shares (as defined in Section 3.53.1(a)) will shall be converted into the right to receive the per share amount actually paid in the Offer, payable to the holder thereof in cash, without any interest thereon (such amount is herein referred to as the "Merger Consideration"), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.to
Appears in 1 contract
Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than (i) shares to be cancelled canceled in accordance with Section 3.1(b2.1(b) and Dissenting Shares (as defined in Section 3.5ii) Appraisal Shares)) will , shall be converted into the right to receive the per share amount actually paid in the Offer, payable to the holder thereof $0.84 in cash, without any interest thereon (such amount is herein referred to as the "Merger Consideration"“Per Share Amount”), and payable upon surrender and exchange in the manner provided in Section 2.3, of the Certificate (as defined in Section 3.2(b)) representing certificate that formerly evidenced such share of Company Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Bravo Holdco)
Conversion of Company Common Stock. Each Other than shares, if any, to be cancelled in accordance with Sections 2.4(c) and 2.4(d), each share of Company Common Stock issued and outstanding immediately prior to at the Effective Time (excluding Shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares (as defined in Section 3.5)) will shall be converted into the right to receive receive:
(i) the per share amount actually paid in the Offer, payable Per Share Amount; and
(ii) payments (if any) under and pursuant to the holder thereof in cash, without any interest thereon (such amount is herein referred to as the "Merger Consideration"), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common StockEscrow Agreement.
Appears in 1 contract
Samples: Merger Agreement (Serologicals Corp)
Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than shares to be cancelled canceled in accordance with Section 3.1(b2.1(b) and Dissenting Shares (as defined in Section 3.5)Appraisal Shares) will shall be converted into the right to receive the per share amount actually paid in the Offer, payable to the holder thereof $0.25 in cash, without any interest thereon (such amount is herein referred to as the "“Per Share Amount”). As used herein, the term “Merger Consideration"), upon surrender and exchange ” means the cash payable to former stockholders of the Certificate (as defined in Company pursuant to this Section 3.2(b2.1(c)) representing such share of Company Common Stock.
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Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than shares to be cancelled canceled in accordance with Section 3.1(b2.1(a)(ii) and Dissenting Shares (as defined in Section 3.5)Appraisal Shares) will shall be converted into the right to receive the per share (A) cash in an amount actually paid in the Offer, payable equal to the holder thereof in cash, without any interest thereon Common Stock Per Share Cash Amount and (such amount is herein referred B) the number of shares of Parent Common Stock equal to as the "Merger Consideration"Common Stock Per Share Stock Amount. Notwithstanding clause “(B), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.” of
Appears in 1 contract
Conversion of Company Common Stock. Each Except as otherwise provided in Section 1.08(b), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares to be cancelled in accordance with Section 3.1(b) shall, by virtue of the Merger and Dissenting Shares (as defined in Section 3.5)) will without any action on the part of the holder thereof, be converted into the right to receive the per share an amount actually paid in the Offer, payable to the holder thereof in cash, without interest, equal to the Offer Price (subject to any interest thereon applicable withholding Tax) (such amount is herein referred to as the "“Merger Consideration"”), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.;
Appears in 1 contract
Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Shares other than shares to be cancelled canceled in accordance with Section 3.1(b2.01(b) and Dissenting Shares (as defined in Section 3.5)the Appraisal Shares) will shall be converted into the right to receive the per share an amount actually paid in the Offer, payable to the holder thereof in cash, without any interest thereon interest, equal to the Merger Consideration divided by the Fully Diluted Shares (such amount is herein referred to as the "Per Share Merger Consideration"), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.
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Conversion of Company Common Stock. Each share (“Share”) of the Company’s common shares, without par value (the “Company Common Stock Stock”), issued and outstanding immediately prior to the Effective Time (excluding Time, other than Shares to be cancelled in accordance with Section 3.1(b2.1(b) and other than Dissenting Shares (as defined in Section 3.5)) Shares, will be converted into the right to receive the (subject to Section 2.2(e)) $5.86 per share amount actually paid in the Offer, payable to the holder thereof in cash, without any interest thereon (such amount is herein referred to as the "“Merger Consideration"”), upon surrender and exchange of the Certificate (as defined in Section 3.2(b)) representing such share of Company Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Peco Ii Inc)