Common use of Conversion of Company Securities Clause in Contracts

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 2.1(a) hereof) shall automatically be converted into the right to receive the Offer Price, without interest (the “Merger Consideration”). The holders of certificates or book-entry shares which immediately prior to the Effective Time represented such Common Stock (respectively, the “Certificates” and “Book-Entry Shares”) shall cease to have any rights with respect to such Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2 of this Agreement (and such other documents as may be required pursuant to the letter of transmittal), the Merger Consideration.

Appears in 2 contracts

Samples: Merger Agreement (Jacobs Engineering Group Inc /De/), Merger Agreement (Keyw Holding Corp)

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Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 2.1(a3.1(a) hereofhereof and Dissenting Shares) shall automatically be converted into the right to receive the Offer Price, without interest (the “Merger Consideration”). The holders of certificates or book-entry shares which immediately prior to the Effective Time represented such Common Stock (respectively, the “Certificates” and “Book-Entry Shares”) shall cease to have any rights with respect to such Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2 3.2 of this Agreement (and such other documents as may be required pursuant to the letter of transmittal)Agreement, the Merger Consideration, or, with respect to Dissenting Shares, the rights set forth in Section 262 of the DGCL.

Appears in 2 contracts

Samples: Merger Agreement (Harland Clarke Holdings Corp), Merger Agreement (Valassis Communications Inc)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 2.1(a3.1(a) hereofand Dissenting Shares) shall automatically be converted into the right to receive the Offer PricePrice in cash, without interest (the “Merger Consideration”). The Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock (respectively, the “Certificates” and “Book-Entry Shares”) shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2 of this Agreement (and such other documents as may be required pursuant to the letter of transmittal)3.2, the Merger Consideration, without interest thereon.

Appears in 2 contracts

Samples: Merger Agreement (Steinway Musical Instruments Inc), Merger Agreement (Steinway Musical Instruments Inc)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding shares canceled or converted pursuant to described in Section 2.1(a) hereofand, except as provided in Section 2.6, the Dissenting Shares) shall automatically be converted into the right to receive the Offer Pricean amount in cash equal to $80.25 per share, without interest (the “Merger Consideration”). The At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall be automatically cancelled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock (respectivelyStock, the “Certificates” and “Book-Entry Shares”) shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2 of this Agreement (and such other documents as may be required pursuant to the letter of transmittal)2.2, the Merger Consideration.

Appears in 2 contracts

Samples: Merger Agreement (IPC Healthcare, Inc.), Merger Agreement (Team Health Holdings Inc.)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 2.1(a3.1(a) hereofhereof and Dissenting Shares) shall automatically be converted into the right to receive the Offer Price, without interest (the “Merger Consideration”). The holders of certificates or book-entry shares which immediately prior to the Effective Time represented such Common Stock (respectively, the “Certificates” Certificates “and “Book-Entry Shares”) shall cease to have any rights with respect to such Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2 3.2 of this Agreement (and such other documents as may be required pursuant to the letter of transmittal)Agreement, the Merger Consideration, or, with respect to Dissenting Shares, the rights set forth in Section 262 of the DGCL.

Appears in 1 contract

Samples: Merger Agreement (AOL Inc.)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 2.1(a) hereofCanceled Shares) shall automatically be converted into the right to receive, in accordance with the terms of this Agreement, $24.00 per share in cash (the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Offer Priceper share Merger Consideration as provided in this Section 2.1(a)(ii) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, without interest and the holders of certificates (the “Merger ConsiderationCertificates). The holders of certificates ) or book-entry shares (“Book-Entry Shares”), which immediately prior to the Effective Time represented such Company Common Stock (respectivelyStock, the “Certificates” and “Book-Entry Shares”) shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2 of this Agreement (and such other documents as may be required pursuant to the letter of transmittal)2.2, the Merger Consideration.

Appears in 1 contract

Samples: Merger Agreement (Welbilt, Inc.)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 2.1(a3.1(a) hereofhereof and Dissenting Shares) shall automatically be converted into the right to receive the Offer Price, without interest (the "Merger Consideration"). The holders of certificates or book-entry shares which immediately prior to the Effective Time represented such Common Stock (respectively, the “Certificates” "Certificates "and "Book-Entry Shares") shall cease to have any rights with respect to such Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2 3.2 of this Agreement (and such other documents as may be required pursuant to the letter of transmittal)Agreement, the Merger Consideration, or, with respect to Dissenting Shares, the rights set forth in Section 262 of the DGCL.

Appears in 1 contract

Samples: Merger Agreement (Millennial Media Inc.)

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Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 2.1(a3.1(a) hereofhereof and Dissenting Shares) shall automatically be converted into the right to receive the Offer Price, without interest (the "Merger Consideration"). The holders of certificates or book-entry shares which immediately prior to the Effective Time represented such Common Stock (respectively, the "Certificates" and "Book-Entry Shares") shall cease to have any rights with respect to such Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2 3.2 of this Agreement (and such other documents as may be required pursuant to the letter of transmittal)Agreement, the Merger Consideration, or, with respect to Dissenting Shares, the rights set forth in Section 262 of the DGCL.

Appears in 1 contract

Samples: Merger Agreement (Nortek Inc)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 2.1(a) hereofthe Privet Shares) shall automatically be converted into the right to receive the Offer Price$18.50 per share of Company Common Stock in cash, without interest (the “Merger Consideration”). The Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock (respectively, the “Certificates” and “Book-Entry Shares”) shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2 of this Agreement (and such other documents as may be required pursuant to the letter of transmittal)3.2, the Merger Consideration, without interest thereon.

Appears in 1 contract

Samples: Merger Agreement (Hardinge Inc)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 2.1(a3.1(a) hereof) hereof and Dissenting Shares), shall automatically be converted into the right to receive the Offer Price, without interest (the “Merger Consideration”). The holders of certificates or book-entry shares which immediately prior to the Effective Time represented such Common Stock (respectively, the “Certificates” Certificates “and “Book-Entry Shares”) shall cease to have any rights with respect to such Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2 3.2 of this Agreement (and such other documents as may be required pursuant to the letter of transmittal)Agreement, the Merger Consideration, or, with respect to Dissenting Shares, the rights set forth in Section 262 of the DGCL.

Appears in 1 contract

Samples: Merger Agreement (Dealertrack Technologies, Inc)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 2.1(a) hereofCanceled Shares and Dissenting Shares) shall automatically be converted into the right to receive from Parent, in accordance with the terms of this Agreement, $63.00 per share (the Merger Consideration). Each share of Company Common Stock to be converted into the right to receive the Offer PriceMerger Consideration as provided in this Section 3.01(a) shall no longer be outstanding and shall be automatically canceled and shall cease to exist, without interest (and the “Merger Consideration”). The holders of certificates or book-entry shares which that, immediately prior to the Effective Time Time, represented such Company Common Stock Stock, (respectively, the “Certificates” Certificates and “Book-Book Entry Shares, respectively) shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.2 of this Agreement (and such other documents as may be required pursuant to the letter of transmittal)3.02, the Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boeing Co)

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