Common use of Conversion of Company Stock Clause in Contracts

Conversion of Company Stock. At the Effective Time of the Merger, each issued and outstanding share of Company Stock (other than shares to be cancelled in accordance with Section 2.2(a)) shall be automatically canceled and cease to be an issued and outstanding share of Company Stock and (except for Company Dissenting Shares) be converted solely into the right to receive per share consideration (the “Merger Consideration”) in cash in the amount of $37.50, without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CNS Inc /De/), Agreement and Plan of Merger (Glaxosmithkline PLC)

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Conversion of Company Stock. At the Effective Time of the Merger, each issued and outstanding Each share of Company Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares to be cancelled in accordance with canceled pursuant to Section 2.2(a)2.05(c) shall be automatically canceled and cease to be an issued and outstanding share of Company Stock and (except for Company y) Dissenting Shares) shall, at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, be converted solely into the right to receive per share consideration (cash from Parent in an amount equal to the Per Share Merger Consideration”) in cash in Consideration payable to the amount of $37.50holder thereof, without interestinterest thereon, upon the surrender of the certificate previously representing such share of Company Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hospitality Properties Trust), Agreement and Plan of Merger (Travelcenters of America LLC)

Conversion of Company Stock. At the Effective Time of the Merger, each issued and outstanding Each share of Company Stock outstanding immediately prior to the Effective Time (other than (i) Dissenting Shares and (ii) shares cancelled pursuant to be cancelled in accordance with Section 2.2(a2.1(b)) shall be automatically canceled shall, by virtue of the Merger and cease to be an issued and outstanding share without any action on the part of the Buyer or any holder of Company Stock and (except for Company Dissenting Shares) Stock, be converted solely into the right to receive per the amounts, if any, to which the holder of such share consideration is entitled pursuant to Section 2.6(b) (such amounts, the “Applicable Merger Consideration”) in cash in the amount of $37.50, without interest).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Centessa Pharmaceuticals LTD), Agreement and Plan of Merger (Cornerstone Therapeutics Inc)

Conversion of Company Stock. At the Effective Time of the Merger, each issued and outstanding share of Company Stock (other than shares to be cancelled in accordance with Section 2.2(a)) and any Company Dissenting Shares) shall be automatically canceled cancelled and cease to be an issued and outstanding share of Company Stock and (except for Company Dissenting Shares) be converted solely into the right to receive per share consideration (the “Merger Consideration”) in cash in the amount of $37.50, without interest1.85.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bottomline Technologies Inc /De/), Agreement and Plan of Merger (Optio Software Inc)

Conversion of Company Stock. At the Effective Time of the Merger, each issued and outstanding share of Company Stock (other than shares that will converted into the right to receive the consideration determined under Section 12.2(a), shares that will be cancelled in accordance with Section 2.2(a)) and any Company Dissenting Shares) shall be automatically canceled and cease to be an issued and outstanding share of Company Stock and (except for Company Dissenting Shares) be converted solely into the right to receive per share consideration (the “Merger Consideration”) in cash in the amount of $37.50, without interest12.45.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RTW Inc /Mn/)

Conversion of Company Stock. At (i) Each Share issued and outstanding immediately prior to the Effective Time of the Merger, each issued and outstanding share of Company Stock (other than shares (x) Shares to be cancelled and retired in accordance with Section 2.2(a)2.08(a) and (y) Dissenting Shares) shall be automatically canceled and cease to be an issued and outstanding share of Company Stock and (except for Company Dissenting Shares) be converted solely into the right to receive per share consideration (the “Merger Consideration”) an amount in cash in equal to the amount of $37.50, without interest.Per-Share Cash-Out Amount;

Appears in 1 contract

Samples: Agreement and Plan of Merger (AbCellera Biologics Inc.)

Conversion of Company Stock. At (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time of the Merger, each issued and outstanding share of Company Stock (other than (i) shares to be cancelled and retired in accordance with Section 2.2(a)3.1(a) shall be automatically canceled and cease to be an issued and outstanding share of Company Stock and (except for Company ii) Dissenting Shares) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted solely into the right to receive per share consideration the following: (i) the “Merger Consideration”Company Common Stock Closing Consideration Per Share, and (ii) the right to receive a portion of the Cash Consideration in cash in accordance with the amount terms of $37.50, without interestSection 3.7.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Standard Parking Corp)

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Conversion of Company Stock. At the Effective Time of the Merger, each issued and outstanding share of Company Stock (other than shares to be cancelled in accordance with Section 2.2(a)) and any Company Dissenting Shares) shall be automatically canceled and cease to be an issued and outstanding share of Company Stock and (except for Company Dissenting Shares) be converted solely into the right to receive per share consideration (the "Merger Consideration") in cash in the amount of $37.50, without interest32.25.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bancwest Corp/Hi)

Conversion of Company Stock. At the Effective Time of the Merger, each (i) Each issued and outstanding share of Company Stock immediately prior to the Effective Time (other than Dissenting Shares pursuant to Section 2.1(c)(iii) and shares to be cancelled canceled in accordance with Section 2.2(a2.1(b)) shall be automatically canceled and cease to be an issued and outstanding share of Company Stock and (except for Company Dissenting Shares) be converted solely into the right to receive per share consideration an amount, payable in accordance with Section 2.2, equal to the Adjusted Final Total Merger Consideration divided by the Total Company Share Amount (the "Merger Consideration"). For purposes of this Agreement, (A) in cash in the amount of $37.50, without interest."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gentiva Health Services Inc)

Conversion of Company Stock. At Subject to the terms and conditions of this Agreement, at the Effective Time Time, without any action on the part of the Mergerany Equityholder or any other Person, each issued and outstanding share of Company Stock (issued and outstanding immediately prior to the Effective Time, other than any shares of Company Stock to be cancelled in accordance with pursuant to Section 2.2(a)1.06(b) shall be automatically canceled and cease to be an issued and outstanding share of Company Stock and (except for Company any Dissenting Shares) , will be cancelled and extinguished and automatically converted solely into the right to receive per share consideration from Buyer an amount equal to (i) the “Merger Consideration”) in cash amount set forth in the amount Consideration Spreadsheet for each Stockholder; plus (ii) any additional amounts payable in respect of $37.50such share when, without interestas and if paid pursuant to the terms of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DCP Holding CO)

Conversion of Company Stock. At the Effective Time of the Merger, each issued and outstanding share of Company Stock (other than shares to be cancelled in accordance with Section 2.2(a)) and any Company Dissenting Shares) shall be automatically canceled and cease to be an issued and outstanding share of Company Stock and (except for Company Dissenting Shares) be converted solely into the right to receive per share consideration (the “Merger Consideration”) in cash in the amount of $37.50, without interest32.25.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Community First Bankshares Inc)

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