Common use of Conversion of Company Shares Clause in Contracts

Conversion of Company Shares. (a) At the Effective Time, each Company Share (other than (i) the Company Shares to be cancelled pursuant to Section 2.07(c) and (ii) the Appraisal Shares (as defined below), which shall only have those rights set forth in Section 2.07(b)) shall, by virtue of the Merger and without any action on the part of the Company or Merger Sub or the holders of any securities of the Company or Merger Sub, be converted into and thereafter evidence the right to receive an amount in cash equal to the Per Share Merger Consideration (without interest). At the Effective Time, each such Company Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of such Company Share shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration as provided herein. (b) Notwithstanding anything to the contrary contained herein or otherwise, Company Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares (the “Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.07(a), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Share shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Per Share Merger Consideration as provided in Section 2.07(a), without interest. The Company shall serve notice to Parent as promptly as reasonably practicable of any demands for appraisal of any Company Shares, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Company Shares for which a written stockholder consent (or proxy, if applicable) is delivered pursuant to Section 5.16 shall not be Appraisal Shares. Within ten (10) Business Days following the date of an action by written consent of the stockholders of the Company in lieu of a meeting adopting this Agreement and approving the Merger pursuant to the DGCL (or such later date as may be permitted under the DGCL), the Company shall deliver by any manner permitted by applicable Law the notice required pursuant to Sections 228 and 262 of the DGCL to each holder of record of capital stock of the Company that has not theretofore executed and delivered such action by written consent and is entitled to such notice under the DGCL. (c) At the Effective Time, each Company Share held by Merger Sub, Parent, any direct or indirect wholly owned Subsidiary of Merger Sub or Parent, the Company or any direct or indirect wholly owned Subsidiary of the Company, shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Conversion of Company Shares. (a) At the Effective Time, each Company Share (other than (i) the Company Shares to be cancelled pursuant to Section 2.07(c) and (ii) the Appraisal Shares (as defined below), which shall only have those rights set forth in Section 2.07(b)) shall, by virtue of the Merger and without any further action on the part of the Company or Merger Sub or the holders of any securities of the Company or Parent, Merger Sub, be converted into and thereafter evidence the right to receive an amount in cash equal to the Per Share Merger Consideration (without interest). At the Effective Time, each such Company Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of such Company Share shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration as provided herein. (b) Notwithstanding anything to the contrary contained herein or otherwise, Company Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares (the “Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.07(a), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Share shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Per Share Merger Consideration as provided in Section 2.07(a), without interest. The Company shall serve notice to Parent as promptly as reasonably practicable of any demands for appraisal of any Company Shares, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Company Shares for which a written stockholder consent (or proxy, if applicable) is delivered pursuant to Section 5.16 shall not be Appraisal Shares. Within ten (10) Business Days following the date of an action by written consent of the stockholders of the Company in lieu of a meeting adopting this Agreement and approving the Merger pursuant to the DGCL (or such later date as may be permitted under the DGCL), the Company shall deliver by any manner permitted by applicable Law the notice required pursuant to Sections 228 and 262 of the DGCL to each holder of record of capital stock of the Company that has not theretofore executed and delivered such action by written consent and is entitled to such notice under the DGCL. (c) At the Effective Time, each Company Share held by Merger Sub, Parent, any direct or indirect wholly owned Subsidiary of Merger Sub or Parent, the Company or any direct member of Merger Sub or indirect wholly owned Subsidiary stockholder of the Company, shall automatically be canceled and retired and : (i) any Company Shares then held by the Company or any wholly-owned Company Subsidiary (or held in the Company’s treasury) shall cease to exist, and no consideration shall be delivered paid in exchange therefor; (ii) any Company Shares then held by Parent, Merger Sub or any other wholly-owned Parent Subsidiary 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 (other than Dissenting Shares) shall be converted, subject to Section 2.09, into the right to receive (A) a portion of a validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of Parent equal to the Exchange Ratio, including the associated rights under the Parent Rights Agreement (the “Parent Common Stock”); provided, that subject to Section 7.01(i) the maximum number of shares of Parent Common Stock that Parent shall be required to issue pursuant to this Section 2.06(a)(iii) shall not exceed the Maximum Amount, (B) in the event the Aplindore Program is sold by the Company before the Effective Time, an amount in cash and/or a number of shares of third-party stock, as the case may be, equal to the Aplindore Program Consideration which has been received as of the Effective Time divided by the total number of Outstanding Company Shares, (C) in the event the Real Estate is sold by the Company before the Effective Time, an amount in cash equal to the Real Estate Consideration which has been received as of the Effective Time divided by the total number of Outstanding Company Shares, (D) one Aplindore CVR (unless the Aplindore Program is sold by and all proceeds thereof are received by the Company before the Effective Time, or the Aplindore Program is terminated by the Company before the Effective Time), (E) one H3 CVR, (F) one Merck CVR, and (G) one Real Estate CVR (unless the Real Estate is sold by and all proceeds thereof are received by the Company before the Effective Time) (collectively, the “Merger Consideration”); and (iv) each unit of limited liability company interest of Merger Sub then outstanding shall be converted into one share of the common stock of the Surviving Corporation, such that immediately after the Effective Time Parent shall, as the former holder of all the units of limited liability company interest of Merger Sub, own a number of shares of the common stock of the Surviving Corporation equal to the number (immediately before the Effective Time) of Outstanding Common Shares. (b) The Exchange Ratio and the Maximum Amount 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 or Parent Common Stock occurring or having a record date on or after the date of this Agreement and before the Effective Time.

Conversion of Company Shares. (a) At the Effective Time, each Company Share (other than (i) the Company Shares to be cancelled pursuant to Section 2.07(c) and (ii) the Appraisal Shares (as defined below), which shall only have those rights set forth in Section 2.07(b)) shall, by virtue of the Merger and without any further action on the part of the Company or Merger Sub or the holders of any securities of the Company or Merger Sub, be converted into and thereafter evidence the right to receive an amount in cash equal to the Per Share Merger Consideration (without interest). At the Effective Time, each such Company Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of such Company Share shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration as provided herein. (b) Notwithstanding anything to the contrary contained herein or otherwise, Company Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares (the “Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.07(a), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Share shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Per Share Merger Consideration as provided in Section 2.07(a), without interest. The Company shall serve notice to Parent as promptly as reasonably practicable of any demands for appraisal of any Company Shares, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Company Shares for which a written stockholder consent (or proxy, if applicable) is delivered pursuant to Section 5.16 shall not be Appraisal Shares. Within ten (10) Business Days following the date of an action by written consent of the stockholders of the Company in lieu of a meeting adopting this Agreement and approving the Merger pursuant to the DGCL (or such later date as may be permitted under the DGCL), the Company shall deliver by any manner permitted by applicable Law the notice required pursuant to Sections 228 and 262 of the DGCL to each holder of record of capital stock of the Company that has not theretofore executed and delivered such action by written consent and is entitled to such notice under the DGCL. (c) At the Effective Time, each Company Share held by Merger Sub, Parent, any direct or indirect wholly owned Subsidiary of Merger Sub or ParentPurchaser, the Company or any direct or indirect wholly owned Subsidiary stockholder of the Company, : (i) any Company Shares then held by the Company (or held in the Company’s treasury) shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Company Shares then held by Parent, Purchaser or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses “(i)” and “(ii)” above (the “Excluded Shares”) and subject to Section 2.5(b), each Company Share outstanding immediately prior to the Effective Time shall be cancelled and (other than any Dissenting Shares, as defined below) shall be converted into the right to receive the Offer Price (the “Merger Consideration”), without interest, subject to any applicable withholding of Taxes, and each holder of a Certificate or a Book-Entry Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.6; and (iv) each share of the common stock, $0.001 par value per share, of Purchaser outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation. (b) If, between the Agreement Date and the 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, then the Merger Consideration shall be appropriately adjusted.

Conversion of Company Shares. (a) At the Effective Time, by virtue of the Merger, and without any further action on the part of any stockholder of the Company, Buyer or Merger Sub, each share of Preferred Stock held by Buyer, Merger Sub, the Company Share or any of their respective Subsidiaries in treasury or otherwise, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Preferred Shares”). At the Effective Time, by virtue of the Merger, and without any action on the part of the Company, Buyer or Merger Sub, each share of Preferred Stock (a “Preferred Share”) that is issued and outstanding immediately prior to the Effective Time (other than (iCancelled Preferred Shares, which shall not constitute “Preferred Shares” for any purpose under this Agreement) the Company Shares to will be cancelled and will be converted automatically into the right to receive the applicable portion of the Merger Consideration, as determined pursuant to Section 2.07(c) and (ii) the Appraisal Shares (as defined below3.1(e)(i), which and the other payments provided for in this Agreement, including Sections 3.4(d), 3.13, 11.2 and 12.7. (b) At the Effective Time, by virtue of the Merger and without any further action on the part of any stockholder of the Company, Buyer or Merger Sub, each share of Common Stock held by Buyer, Merger Sub, the Company or any of their respective Subsidiaries in treasury or otherwise, shall only have those rights set forth be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in Section 2.07(bexchange therefor (such shares, “Cancelled Common Shares” and, together with the Cancelled Preferred Shares, the “Cancelled Shares”)) shall. At the Effective Time, by virtue of the Merger and without any action on the part of the Company or Merger Sub or the holders any holder of any securities of the Company or Merger Sub, be converted into and thereafter evidence the right to receive an amount in cash equal to the Per Share Merger Consideration (without interest). At the Effective TimeCommon Stock, each such Company Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder share of such Company Share shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration as provided herein. Common Stock (ba “Common Share”) Notwithstanding anything to the contrary contained herein or otherwise, Company Shares that is issued and outstanding immediately prior to the Effective Time that are (other than (x) Cancelled Common Shares and (y) shares of Common Stock held by any holder Persons who is entitled object to demand the Merger and properly demands appraisal of such shares (the “Appraisal Shares”) pursuant to, and who complies in all respects with, comply with the provisions of Section 262 of the DGCL concerning the rights of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock (each, a “Section 262Dissenting Share”), which Cancelled Common Shares and Dissenting Shares shall not constitute “Common Shares” hereunder) shall not thereupon be cancelled and converted into and become the right to receive the Per Share Merger Consideration as provided in Section 2.07(a), but instead such holder shall be entitled to payment applicable portion of the fair value of such shares in accordance with the provisions of Section 262. At the Effective TimeMerger Consideration, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Share shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Per Share Merger Consideration as provided in Section 2.07(a), without interest. The Company shall serve notice to Parent as promptly as reasonably practicable of any demands for appraisal of any Company Shares, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Company Shares for which a written stockholder consent (or proxy, if applicable) is delivered determined pursuant to Section 5.16 shall not be Appraisal Shares. Within ten (10) Business Days following the date of an action by written consent of the stockholders of the Company in lieu of a meeting adopting this Agreement and approving the Merger pursuant to the DGCL (or such later date as may be permitted under the DGCL3.1(e)(ii), and the Company shall deliver by any manner permitted by applicable Law the notice required pursuant to other payments provided for in this Agreement, including Sections 228 3.4(d), 3.13, 11.2 and 262 of the DGCL to each holder of record of capital stock of the Company that has not theretofore executed and delivered such action by written consent and is entitled to such notice under the DGCL12.7. (c) At the Effective Time, by virtue of the Merger and without any action on the part of Buyer or Merger Sub, each share of common stock, par value $0.01 per share, of Merger Sub shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation. (d) Subject to the adjustments set forth in Section 3.4, the “Merger Consideration” shall consist of $620,000,000 in cash (the “Base Purchase Price”), plus (i) the Estimated Net Working Capital Adjustment Amount, less (ii) the Estimated Closing Date Indebtedness, plus (iii) the Estimated Closing Date Cash, less (iv) the Estimated Outstanding Company Expenses, less (v) the amount of Holder Allocable Expenses paid by Buyer at Closing in accordance with Section 3.5. (e) At the Effective Time, the Merger Consideration shall be allocated among the Holders as set forth below in this Section 3.1(e); provided, however, that the Adjustment Escrow Amount shall be held in escrow in accordance with the Escrow Agreement and Sections 3.2(c) and 3.4(d); provided, further, that the Accounts Receivable Adjustment shall be held in escrow in accordance with the Escrow Agreement and Section 3.13(d). (i) Each Holder of Preferred Stock or Phantom Series B Shares shall be entitled to receive, (A) in respect of each share of Preferred Stock, and in respect of each Phantom Series B Share held by such Holder immediately prior to the Effective Time, a portion of the Net Merger SubConsideration equal to the Liquidation Preference of such class of Preferred Stock or the Phantom Series B Liquidation Preference, Parentas applicable, in the priority and manner as set forth in the Company Charter and the Phantom Series B Agreement and (B) with respect to the Preferred Stock, any direct PIK Dividends as accumulated from the date of issuance on a daily basis whether or indirect wholly owned Subsidiary not dividends are declared by the board of Merger Sub or Parentdirectors of the Company and as compounded from the date of issuance, in each case as set forth in the Company Charter, that such Holder of Preferred Stock would be entitled to under the Company Charter if the board of directors of the Company had declared the applicable dividends immediately prior to the Effective Time, (collectively, the Company “Preferred Payout”). (ii) Each Holder of Common Stock or any direct or indirect wholly owned Subsidiary Phantom Common Shares shall be entitled to receive, in respect of each share of Common Stock and/or each Phantom Common Share, as applicable, held by such Holder immediately prior to the Effective Time, the positive amount, if any, of the Companyportion of the Net Merger Consideration equal to the (x) the Cash Per Fully-Diluted Common Share, multiplied by (y) the number of Common Shares and/or Phantom Common Shares held by such Holder immediately prior to the Effective Time. For purposes of the foregoing, the “Cash Per Fully-Diluted Common Share” shall automatically be canceled and retired and shall cease mean (i) (A) the Net Merger Consideration, minus (B) any amounts actually paid in respect of the Preferred Payout pursuant to exist, and no consideration shall be delivered in exchange thereforSection 3.1(e)(i) divided by (ii) the Aggregate Fully-Diluted Common Shares.