Conversion of Company Shares, Parent Restricted Stock Sample Clauses

Conversion of Company Shares, Parent Restricted Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any stockholder of Parent or Buyer, (i) each share of Parent Common Stock held by Buyer, or Parent in treasury or otherwise, shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”), and (ii) each share of Parent Common Stock held by any Subsidiary of Parent (such shares, the “Recapitalized Shares”) shall remain outstanding and shall be converted into that number of shares of Surviving Corporation Voting Common Stock that bears the same ratio to the aggregate number of outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time as the number of such shares of Common 041945-0274-16051-Active.21513949.1 Stock held by such Subsidiary immediately prior to the Effective Time bore to the number of Aggregate Fully-Diluted Common Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Parent Common Stock, each share (a “Common Share”) of Parent Common Stock (including restricted shares of Parent Common Stock (the “Parent Restricted Stock”)) that is issued and outstanding immediately prior to the Effective Time (other than (x) Cancelled Shares, (y) Recapitalized Shares and (z) Dissenting Shares, which Cancelled Shares, Recapitalized Shares and Dissenting Shares shall not constitute “Common Shares” hereunder, and for the avoidance of doubt “Common Shares” shall not include any Parent Common Stock underlying unexercised Options or any Rollover Shares) shall thereupon be canceled and converted into and become the right to receive from Buyer, without interest, (x) $27.086 in cash (the “Cash Per Share Merger Consideration”) plus (y) the applicable portion of the Additional Merger Consideration in accordance with Sections 3.8 and 3.9.
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Related to Conversion of Company Shares, Parent Restricted Stock

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

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