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:
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:
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:
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. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of Company Common Stock, no par value ("Company Common Stock"):
Conversion of Company Shares in the Merger. At and as of the Effective Time, except as provided below and in Section 2.4, each Company Share that is issued and outstanding immediately prior to the Effective Time shall, by operation of law, be converted into and represent the right to receive the Per Share Merger Consideration in accordance with the terms and conditions of this Agreement and each certificate that theretofore evidenced ownership of any such Company Share (each, a “Stock Certificate”) shall instead only evidence the right to receive such Per Share Merger Consideration in accordance with the terms and conditions of this Agreement and the applicable provisions of the VSCA. Each Company Share that is held by the Company immediately prior to the Effective Time shall, by operation of law, be canceled and retired and no consideration or payment shall be made or delivered in respect of such Company Share. From and after the Effective Time, no Company Share shall be deemed to be outstanding or to have any rights whatsoever, other than those expressly set forth in this Section 2.3(a) or Section 2.4. The payment of Merger Consideration pursuant to this Section 2.3(a) shall be deemed to have been issued in full, final and complete satisfaction of all rights pertaining to all of the Company Shares, and, from and after the Effective Time, there shall be no further registration of transfers on the books of the Surviving Corporation of any Company Shares that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, any Stock Certificates representing any Company Shares that were outstanding immediately prior to the Effective Time are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement and the Paying Agent Agreement.
Conversion of Company Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Shareholder, each issued and outstanding share of Common Stock of the Company ("Company Common Stock"), shall be converted into the right to receive, and become exchangeable for, 2,500 shares of validly issued, fully paid and nonassessable shares of common stock, no par value per share of Intervisual (the "Intervisual Common Stock") for an aggregate number of 250,000 shares plus the right to receive the Contingent Shares in accordance with Section 1.4 below.
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:
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 issued and outstanding share of Common Stock of the Company ("Company Common Stock") held by the Majority Shareholder shall, be converted into the right to receive, and become exchangeable for, 237,500 shares of validly issued, fully paid and nonassessable share of common stock of Parent ("Parent Common Stock"), as provided in this Agreement; and (b) each issued and outstanding share of Company Common Stock held by all shareholders of the Company other than the Majority Shareholder shall be converted into the right to receive and become exchangeable for $3.25 in cash (an aggregate cash amount of $160,875).
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 the Shares, each of the Shares as described opposite the name of such Shareholder on Schedule "A" shall be canceled and extinguished and converted into the right to receive (i) Two Hundred Ninety Nine and 925/1000 Dollars ($299.925), totaling One Million Two Hundred Thousand Dollars ($1,200,000.00); and (ii) 249.9371 shares of the Stock, which is equivalent to One Million (1,000,000) shares of the Stock, both to be allocated among the Shareholders as set forth opposite their names on Schedule "A". The Stock shall not have been registered pursuant to the Securities Act, provide, however, the Shareholders shall be entitled to those rights granted pursuant to the Registration Rights Agreement in the form of Exhibit "A" attached hereto (the "Registration Rights Agreement").
