Common use of Conversion of Company Shares Clause in Contracts

Conversion of Company Shares. (a) Subject to Section 2.8, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or any stockholder of the Company: (i) any Company Shares then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) shall cease to exist, and no consideration shall be paid in exchange therefor; (ii) any Company Shares then held by Parent, Purchaser or any other wholly owned Subsidiary of Parent shall cease to exist, and no consideration shall be paid in exchange therefor; (iii) except as provided in clauses “(i)” and “(ii)” above, each Company Share then outstanding (including any outstanding Company Shares subject to any repurchase rights in favor of the Company, but excluding any Appraisal Shares), shall be converted into the right to receive the Merger Consideration, without interest; and (iv) each share of common stock, par value $0.001 per share, of Purchaser then outstanding shall be converted into one share of the common stock of the Surviving Corporation. (b) The Merger Consideration shall be adjusted to the extent appropriate to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Shares occurring or having a record date on or after the date of this Agreement and prior to the Effective Time.

Conversion of Company Shares. (a) Subject to Section 2.8, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, PurchaserMerger Sub, the Company or any stockholder of the CompanyCompany or of Merger Sub: (i) any Company Shares then held by the Company or any wholly wholly-owned Company Subsidiary of the Company (or held in the Company’s treasury) shall cease to exist, and no consideration shall be paid in exchange therefor; (ii) any Company Shares then held by Parent, Purchaser Merger Sub or any other wholly wholly-owned Parent Subsidiary of Parent shall cease to exist, and no consideration shall be paid in exchange therefor; (iii) except as provided in clauses “(i)” ) and “(ii)” ) above, each issued and outstanding Company Share then outstanding (including any outstanding Company Shares subject to any repurchase rights in favor of the Company, but excluding any Appraisal other than Dissenting Shares), ) shall be converted into the right to receive (A) an amount in cash equal to the Adjusted Reference Amount divided by the total number of Outstanding Company Shares, (B) one Roche CVR (C) one TR Beta CVR, (D) one Glucagon CVR, and (E) one General CVR (collectively, the “Merger Consideration, without interest”); and (iv) each share of common stock, par value $0.001 per share, of Purchaser Merger Sub then outstanding shall be converted into one share of the common stock of the Surviving Corporation. (b) The , such that immediately after the Effective Time Parent shall, as the former holder of all the shares of Merger Consideration shall be adjusted Sub, own a number of shares of the common stock of the Surviving Corporation equal to the extent appropriate to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Shares occurring or having a record date on or after the date of this Agreement and prior to number (immediately before the Effective Time) of Outstanding Common Shares.

Conversion of Company Shares. (a) Subject to Section 2.8, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, PurchaserAcquisition Sub, the Company or any stockholder of the Company: (ia) any Company Shares then held by the Company or any wholly wholly-owned Subsidiary of the Company (or held in the Company’s treasury) shall cease to exist, and no consideration shall be paid in exchange therefor; (iib) any Company Shares then held by Parent, Purchaser Acquisition Sub or any other wholly wholly-owned Subsidiary of Parent shall cease to exist, and no consideration shall be paid in exchange therefor; (iiic) except as provided in clauses “(ia)” and “(iib)” above, each Company Share then outstanding (including any outstanding Company Shares subject to any repurchase rights in favor of the Company, but excluding any Appraisal SharesShares (as defined in Section 2.8(c)), shall be converted into the right to receive receive, in cash, the Merger Consideration, without interestPer-Share Amount or such greater cash amount per Company Share as may have been paid to any holder of Company Shares pursuant to the Offer; and (ivd) each share of common stock, par value $0.001 0.01 per share, of Purchaser Acquisition Sub then outstanding shall be converted into one share of the common stock of the Surviving Corporation. (b) The Merger Consideration shall be adjusted to . If, between the extent appropriate to reflect date of this Agreement and the effect Effective Time, the outstanding Company Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Shares occurring or having a record date on or after transaction, then the date of this Agreement and prior Per-Share Amount shall be adjusted to the Effective Timeextent appropriate.

Conversion of Company Shares. (aA) Subject to Section 2.8, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or any stockholder of the Company: (i) any Company Shares then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s 's treasury) shall cease to exist, and no consideration shall be paid in exchange therefor; (ii) any Company Shares then held by Parent, Purchaser or any other wholly owned Subsidiary of Parent shall cease to exist, and no consideration shall be paid in exchange therefor; (iii) except as provided in clauses “"(i)” " and “"(ii)” " above, each Company Share then outstanding (including any outstanding Company Shares subject to any repurchase rights in favor of the Company, but excluding any Appraisal Shares), shall be converted into the right to receive the Merger Consideration, without interest; and (iv) each share of common stock, par value $0.001 per share, of Purchaser then outstanding shall be converted into one share of the common stock of the Surviving Corporation. (bB) The Merger Consideration shall be adjusted to the extent appropriate to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Shares occurring or having a record date on or after the date of this Agreement and prior to the Effective Time.

Conversion of Company Shares. (a) Subject to Section 2.8, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, PurchaserAcquisition Sub, the Company or any stockholder of the Company: (ia) any Company Shares then held by the Company or any wholly wholly-owned Subsidiary of the Company (or held in the Company’s 's treasury) shall cease to exist, and no consideration shall be paid in exchange therefor; (iib) any Company Shares then held by Parent, Purchaser Acquisition Sub or any other wholly wholly-owned Subsidiary of Parent shall cease to exist, and no consideration shall be paid in exchange therefor; (iiic) except as provided in clauses “"(ia)” " and “"(iib)” " above, each Company Share then outstanding (including any outstanding Company Shares subject to any repurchase rights in favor of the Company, but excluding any Appraisal SharesShares (as defined in Section 2.8(c)), shall be converted into the right to receive receive, in cash, the Merger Consideration, without interestPer-Share Amount or such greater cash amount per Company Share as may have been paid to any holder of Company Shares pursuant to the Offer; and (ivd) each share of common stock, par value $0.001 0.01 per share, of Purchaser Acquisition Sub then outstanding shall be converted into one share of the common stock of the Surviving Corporation. (b) The Merger Consideration shall be adjusted to . If, between the extent appropriate to reflect date of this Agreement and the effect Effective Time, the outstanding Company Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Shares occurring or having a record date on or after transaction, then the date of this Agreement and prior Per-Share Amount shall be adjusted to the Effective Timeextent appropriate.