Conversion of Company Shares in the Merger Sample Clauses

Conversion of Company Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of Parent or the Company: (a) each share of the common stock, par value $.01 per share, of the Company (the "Company Common Stock") shall, subject to Sections 3.3 and 3.4, be converted into the right to receive, without interest, 1.65 shares of the common stock, par value $.01 per share, of Parent ("Parent Common Stock") (the "Exchange Ratio"); (b) each share of capital stock of the Company, if any, owned by Parent or any subsidiary of Parent or held in treasury by the Company or any subsidiary of the Company immediately prior to the Effective Time shall be canceled and no consideration shall be paid in exchange therefor and shall cease to exist from and after the Effective Time; and (c) each unexpired warrant to purchase Company Common Stock that is outstanding at the Effective Time, whether or not exercisable, shall automatically and without any action on the part of the holder thereof be converted into a warrant to purchase a number of shares of Parent Common Stock equal to the number of shares of Company Common Stock that could be purchased under such warrant multiplied by the Exchange Ratio, at a price per share of Parent Common Stock equal to the per share exercise price of such warrant divided by the Exchange Ratio.

Conversion of Company Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any stock or other equity ownership interest of Parent, Subsidiary or the Company: (a) Each Share outstanding immediately prior to the Effective Time (except as otherwise provided in this Section 3.1 and in Section 3.7 hereof and Dissenting Shares) shall be converted into the right to receive the Offer Price. All such Shares, when so converted, no longer shall be outstanding and automatically shall be cancelled and retired and shall cease to exist, and each holder of a certificate evidencing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Offer Price per share therefor, without interest and subject to applicable withholding tax, upon the surrender of such certificate in accordance with Section 3.3. (b) Each Share, if any, owned by Parent, Subsidiary or any of their subsidiaries immediately prior to the Effective Time shall be canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each outstanding membership interest of Subsidiary shall be converted into one common share of beneficial interest of the Surviving Company.

Conversion of Company Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company: (a) each share of the Company's Common Stock, par value $.001 per share (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time, except any Non-Converting Shares (as defined in Section 3.1(c)), shall, subject to Section 3.1(b), be converted into the right to receive consideration (the "Merger Consideration") equal to that number of shares of common stock, par value $.0002 per share, of Parent ("Parent Common Stock"), which is determined by multiplying the Exchange Ratio (as defined below) by the number of shares of Company Common Stock held by such Company stockholder on the Closing Date (as defined in Section 3.5). The "Exchange Ratio" shall equal 1.1 shares of Parent Common Stock for each share of Company Common Stock outstanding at the time of the Merger, subject to adjustment upward or downward pursuant to this Section 3.1. There shall be no adjustment to the Exchange Ratio, and the Exchange Ratio shall remain 1.1 shares of Parent Common Stock for each share of Company Common Stock, if the average of the closing prices of Parent Common Stock as reported on the Nasdaq National Market ("Nasdaq") for ten (10) trading days selected randomly from the twenty (20) consecutive trading days ending five (5) trading days prior to the special meeting of the Company's stockholders to approve the Merger (the "Parent Stock Value"), is greater than or equal to $15.00 but less than or equal to $18.20.

Conversion of Company Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company: (a) each Share issued and outstanding immediately prior to the Effective Time, subject to Sections 4.3 and 4.4, shall be automatically canceled and extinguished and converted automatically into the right to receive an amount equal to the Per Share Amount (the "Merger Consideration") payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 4.3, of the certificate that formerly evidenced such Share; and (b) each share of capital stock of the Company, if any, owned by Parent or any subsidiary of Parent or held in treasury by the Company or any subsidiary of the Company immediately prior to the Effective Time shall be canceled and shall cease to exist from and after the Effective Time.

Conversion of Company Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of Acquiror, Merger Sub or Company: (a) each share of Company Common Stock, other than shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares, shall, subject to Section 3.3, be converted into the right to receive the Common Stock Price (the "Merger Consideration"), payable to the holder thereof, in each case without interest; and (b) each share of capital stock of Company, if any, owned by Acquiror or any subsidiary of Acquiror or held in treasury by Company or any subsidiary of Company immediately prior to the Effective Time shall automatically be canceled and no consideration shall be paid in exchange therefor and shall cease to exist from and after the Effective Time.

Conversion of Company Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, shares of common stock, $1.00 par value per share, of the Company ("Company Common Stock") shall be converted as follows: (a) Each share of Company Common Stock that is either authorized but unissued or held in the treasury of Company, if any, or owned by Commerce, Sub or any subsidiary of the Company or Commerce (other than as a trustee, fiduciary, nominee or in a similar capacity), shall be canceled and retired and shall cease to exist from and after the Effective Time, and no cash, securities or other consideration shall be delivered in exchange therefor. (b) Subject to Section 2.9, the remaining issued and outstanding shares of Company Common Stock shall be converted as follows: (i) Except where a stockholder has made an election pursuant to Section 2.3 or exercises dissenters' rights pursuant to Section 2.9, each outstanding share of Company Common Stock will be converted into that number of shares of common stock, $5.00 par value per share ("Commerce Common Stock"), of Commerce Common Stock equal to the quotient of the Primary Commerce Stock Consideration and the total number of outstanding shares of Company Common Stock subject to conversion pursuant to Section 2.2(b). (ii) Each outstanding share of Company Common Stock which under the terms of Section 2.3 is to be converted into a right to receive cash shall be converted into the right to receive cash equal to the quotient of the amount specified in Section 2.1(b) and twenty-five percent (25%) of the total number of outstanding shares of Company Common Stock subject to conversion pursuant to this Section 2.2(b).

Conversion of Company Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof each outstanding share of common stock, $20.00 par value per share, of the Company (“Company Common Stock”) (but excepting Company Dissenting Shares) shall be converted as follows: each such share of Company Common Stock held by each shareholder of Company at the Effective Time shall be converted into such number of shares of common stock, $5.00 par value per share, of Commerce (“Commerce Common Stock”) as shall be equal to the share of Company Common Stock multiplied by the Conversion Factor. The “Conversion Factor” shall be equal to the quotient of the Company Per Share Value divided by the Commerce Stock Price (as defined below and rounded to four decimal places) if the Commerce Stock Price is greater than or equal to $36.59 and less than or equal to $40.59. If the Commerce Stock Price is less than $36.59, the Conversion Factor shall be equal to the quotient of Company Per Share Value divided by $36.59. If the Commerce Stock Price is greater than $40.59 the Conversion Factor shall be equal to the quotient of the Company Per Share Value divided by $40.59. The value used in the denominator of such equation, shall be referred to herein as the “Commerce Per Share Value”. The figures of $36.59 and $40.59 referred to above are the “Collars.” The “Company Per Share Value” shall be equal to the quotient of $40,600,000.00 divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time. “Commerce Stock Price” of Commerce Common Stock shall be the average of the daily closing price per share of Commerce Common Stock on The Nasdaq Stock Market, Inc. National Market System (as reported in The Wall Street Journal or, if not reported thereby, another alternative source as chosen by Commerce) for the ten (10) consecutive trading days ending on and including the fifth trading day prior to the Closing Date. The Collars shall be equitably adjusted to account for any intervening stock splits, stock dividends, combinations or exchanges pertaining to or affecting the Commerce Common Stock occurring after the date hereof, which stock split, stock dividend, combination or exchange has a record date (or, if no record date has been established, is effective) prior to the Effective Time.

Conversion of Company Shares in the Merger. Subject to the conditions and limitations set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of the Company Common Stock: (a) All of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (the "Company Shares"), other than Company Common Stock held in treasury by the Company, shall be converted into the right to receive cash or other immediately available funds, without interest (the "Merger Consideration"), in the aggregate amount of the Total Company Value. The Merger Consideration shall be payable to holders of Company Shares (the "Company Shareholders") in the manner set forth in Section 4.4, below. (b) Each share of Company Common Stock held in treasury by the Company (each a "Non-Converting Share") immediately prior to the Effective Time, if any, shall be canceled and extinguished without conversion thereof to Parent Common Stock or payment therefor. (c) No share of Company Common Stock shall be deemed to be outstanding or to have any rights other than those set forth in this Section 4.1 after the Effective Time. From and after the Effective Time, all outstanding Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. Until surrendered to the Parent, each outstanding certificate which prior to the Effective Time represented Shares shall after the Effective Date be deemed for all purposes to represent the right only to receive the Merger Consideration in the manner set forth herein, and shall not represent any right as a shareholder in the Company.

Conversion of Company Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company: (a) each common share, without par value, of the Company ("Company Common Stock"), issued and outstanding at the Effective Time (except as provided in Section 2.1(b)), shall be converted, subject to the terms and conditions of this Agreement, without any further action, into the right to receive, and become exchangeable for .9753 shares (the "Exchange Ratio") of Common Stock, $.01 par value, of AGE-Del ("AGE-Del Common Stock"), subject to the payment of cash adjustments in lieu of the issuance of fractional shares as provided in Section 2.3 of this Agreement; provided, that if, prior to the Effective Time, AGE (or AGE-Del) should split, reclassify or combine any of its Common Stock, $.01 par value ("Pre-Merger AGE Common Stock"), or pay or grant to all stockholders of AGE a stock dividend or other stock distribution in Pre-Merger AGE Common Stock or rights to acquire Pre-Merger AGE Common Stock, or otherwise change Pre-Merger AGE Common Stock into any other securities, then the Exchange Ratio will be appropriately adjusted to reflect such split, reclassification, combination, stock dividend or other distribution; (b) each share of Company Common Stock, owned immediately prior to the Effective Time shall be cancelled and shall cease to exist from and after the Effective Time and upon the Effective Time AGE shall own 100 shares of the Company Common Stock and all other Company Common Stock will be cancelled. (c) All options to acquire shares of Common Stock of the Company (the "Company Options") that shall be outstanding at the Effective Time, whether or not then exercisable and whether or not then vested, and whether or not granted pursuant to the 1996 Company Stock Option Plan, as amended (the "Company Stock Option Plan") shall be assumed by the Surviving Corporation at the Effective Time in such manner that the Surviving Corporation (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the "Code"), or (ii) to the extent that Section 424 of the Code does not apply to any such Company Options, would be such a corporation were Section 424 of the Code applicable to such Company Options. From and after the Effective Time, all references to the Company in the Company Stock Option Plan and the applicable sto...

Conversion of Company Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of Parent or the Company: (a) each share of the Company's common stock, $.001 par value per share (the "Company Common Stock") issued and outstanding shall, subject to Sections 3.3, 3.4 and 3.7, be converted into the right to receive validly issued, fully paid and non-assessable shares of common stock, par value $.01 per share, of Parent (the "Parent Common Stock") in the ratio of 0.045232 shares of Parent Common Stock for each share of Company Common Stock (as adjusted pursuant to this Agreement, the "Exchange Ratio"); (b) each share of capital stock of the Company, if any, owned by Parent or any subsidiary of Parent or held in treasury by the Company or any subsidiary of the Company immediately prior to the Effective Time shall be canceled and no consideration shall be paid in exchange therefor and shall cease to exist from and after the Effective Time; and (c) each convertible debenture that is outstanding at the Effective Time, whether or not convertible, shall automatically and without any action on the part of the holder thereof be convertible into a number of shares of Parent Common Stock equal to the number of shares of Company Common Stock that could be issued upon conversion of the convertible debenture multiplied by the Exchange Ratio, at a price per share of Parent Common Stock equal to the per share conversion price of the debenture divided by the Exchange Ratio; (d) all rights to receive shares of Company Common Stock in connection with the earn-out arrangement set forth in Schedule 3.1(d) shall automatically be converted into a right to receive a number of shares of Parent Company Stock equal to the number of shares of Company Common Stock that could be acquired under such right multiplied by the Exchange Ratio.