Common use of Conversion of Other Company Common Stock Clause in Contracts

Conversion of Other Company Common Stock. Subject to Sections 2.08(b) and 2.08(d), each issued and outstanding share of Company Common Stock shall be converted into the right to receive the Offer Price in cash and without interest (the “Merger Consideration”), less any applicable Tax withholding. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.09, without interest.

Appears in 2 contracts

Samples: Merger Agreement (Stryker Corp), Merger Agreement (Vocera Communications, Inc.)

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Conversion of Other Company Common Stock. Subject to Sections 2.08(b1.07(b) and 2.08(d1.07(d), each issued and outstanding share of Company Common Stock shall be converted into the right to receive the Offer Price in cash and without interest (the “Merger Consideration”), less any applicable Tax withholding. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.091.08, without interest.

Appears in 2 contracts

Samples: Merger Agreement (Avantor, Inc.), Merger Agreement (VWR Corp)

Conversion of Other Company Common Stock. Subject to Sections 2.08(b2.07(b), 2.07(c) and 2.08(d2.07(e), each issued and outstanding share of Company Common Stock shall be converted into the right to receive the Offer Price in cash and without interest (the “Merger Consideration”), less any applicable Tax withholding. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.092.08, without interest.

Appears in 2 contracts

Samples: Merger Agreement (Noven Pharmaceuticals Inc), Merger Agreement (Hisamitsu U.S., Inc.)

Conversion of Other Company Common Stock. Subject to Sections 2.08(b) ), and 2.08(d), each issued and outstanding share of Company Common Stock shall be converted into the right to receive the Offer Price in cash and without interest (the “Merger Consideration”), less any applicable Tax withholding. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.09, without interest.

Appears in 1 contract

Samples: Merger Agreement (Vitae Pharmaceuticals, Inc)

Conversion of Other Company Common Stock. Subject to Sections 2.08(b2.07(b) and 2.08(d2.07(d), each issued and outstanding share of Company Common Stock shall be canceled and converted into the right to receive the Offer Price in cash and cash, without interest (the “Merger Consideration”), less any applicable Tax withholding. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.092.08, without interest.

Appears in 1 contract

Samples: Merger Agreement (Sapient Corp)

Conversion of Other Company Common Stock. Subject to Sections 2.08(b2.07(b) and 2.08(d2.07(d), each issued and outstanding share of Company Common Stock shall be converted into the right to receive the Offer Price in cash and cash, without interest (the “Merger Consideration”), less any applicable Tax withholding. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.092.08, without interest.

Appears in 1 contract

Samples: Merger Agreement (AveXis, Inc.)

Conversion of Other Company Common Stock. Subject to Sections 2.08(bSection 1.07(b) and 2.08(dSection 1.07(d), each issued and outstanding share of Company Common Stock shall be converted into the right to receive the Offer Price $68.50 in cash and cash, without interest (the “Merger Consideration), less any applicable Tax withholding. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.091.08, without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.)

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Conversion of Other Company Common Stock. Subject to Sections 2.08(b) and 2.08(d), each issued and outstanding share of Company Common Stock shall be converted into the right to receive the Offer Price in cash and without interest (the “Merger Consideration”), less any applicable Tax tax withholding. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.09, without interest.

Appears in 1 contract

Samples: Merger Agreement (Dermira, Inc.)

Conversion of Other Company Common Stock. Subject to Sections 2.08(b) ), and 2.08(d), each issued and outstanding share of Company Common Stock shall be converted into the right to receive the Offer Price in cash and without interest (the “Merger Consideration”), less any applicable Tax tax withholding. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.09, without interest.

Appears in 1 contract

Samples: Merger Agreement (ARMO BioSciences, Inc.)

Conversion of Other Company Common Stock. Subject to Sections 2.08(b) and 2.08(d), each issued and outstanding share of Company Common Stock shall be converted into the right to receive the Offer Price in cash and without interest (the “Merger Consideration), less any applicable Tax tax withholding. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.09, without interest.

Appears in 1 contract

Samples: Merger Agreement (Loxo Oncology, Inc.)

Conversion of Other Company Common Stock. Subject to Sections 2.08(b) and 2.08(d), each Each issued and outstanding share of Company Common Stock (but excluding shares to be cancelled and retired in accordance with Section 1.07(b)) shall be converted into the right to receive the Offer Price $48.00 in cash and without interest (the “Merger Consideration”), less any applicable Tax withholding. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.091.08, without interest.

Appears in 1 contract

Samples: Merger Agreement (Igate Corp)

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