Conversion of Securities Exchange of Certificates. 11 Section 3.1
Conversion of Securities Exchange of Certificates. Section 2.01. Conversion of Securities 2 Section 2.02. Treatment of Options and Other Equity Awards 3 Section 2.03. No Further Rights; Stock Transfer Books 3 Section 2.04. Exchange of Certificates 4 Section 2.05. Appraisal Rights 5
Conversion of Securities Exchange of Certificates. Section 3.1 Merger Consideration; Conversion and Cancellation 8 of Securities Section 3.2 Exchange of Certificates 9 Section 3.3 Closing 12 Section 3.4 Stock Transfer Books 12
Conversion of Securities Exchange of Certificates. Section 2.1 Effect on Capital Stock 3 Section 2.2 Certain Adjustments 3 Section 2.3 Dissenting Shares 4 Section 2.4 Exchange of Company Common Stock 4 Section 2.5 Treatment of Stock Plans 7
Conversion of Securities Exchange of Certificates. Section 3.1 Merger Consideration; Conversion and Cancellation of Securities . . . . . . . . . . . . . . . . . . . . . . . . .8 Section 3.2 Exchange of Certificates. . . . . . . . . . . . . . . . . . . .9 Section 3.3 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 3.4
Conversion of Securities Exchange of Certificates. Section 2.1 Merger Consideration; Conversion and Cancellation of Securities. The entire Merger Consideration payable with respect to all shares of capital stock of the Company issued and outstanding at the Effective Time and all securities convertible into or exercisable or exchangeable for shares of capital stock of the Company shall be payable as provided below. At the Effective Time, by virtue of the Merger and without any action on the part of the Parent Companies, the Company or their respective stockholders:
(a) Subject to the other provisions of this Article II, the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Company Common Stock described in Section 2.l(b) of this Agreement) and the options to acquire the Company Common Stock outstanding immediately prior to the Closing shall be converted into the right to receive the Merger Consideration as follows:
(i) with respect to an aggregate 1,563,569 of the issued and outstanding shares of Company Common Stock held by the Major Stockholder as of the Effective Time, the right to receive an aggregate 2,000,000 shares of the Parent Common Stock;
(ii) with respect to each of the rest of the issued and outstanding shares of the Company Common Stock held by Company stockholders (including the Major Stockholder) as of the Effective Time other than the shares of Company Common Stock described in clause (i) of this Section 2.1(a), the right to receive an amount in cash equal to the Per Share Amount;
(iii) with respect to each of the Company Stock Options outstanding immediately prior to the Effective Time for which an Option Cancellation Agreement has been received, the right to receive an amount of cash (subject to any applicable withholding tax and conditional upon cancellation of such options), equal to the product of (A) the Per Share Amount minus the exercise price per share of such Company Stock Option times (B) the number of shares of Company Common Stock covered by such Company Stock Option; and
(iv) with respect to the rest of the Company Stock Options outstanding immediately prior to the Effective Time for which an Option Cancellation Agreement has not been received, each such Company Stock Option shall be converted into and become an option to purchase a number of shares of Parent Common Stock equal to (A) the number of shares of Company Common Stock covered by such Company Stock Option times the Per Share Amount, divided by (B) $8.225. The...
Conversion of Securities Exchange of Certificates. Section 2.1 Effect on Capital Stock 2 Section 2.2 Certain Adjustments 3 Section 2.3 Dissenting Shares 3 Section 2.4 Exchange of Company Common Stock 3 Section 2.5 Treatment of Company Stock Plans 6 Section 2.6 Treatment of Employee Stock Purchase Plan 7 Section 3.1 Corporate Organization 7 Section 3.2 Capitalization 8 Section 3.3 Corporate Authorization 9 Section 3.4 No Conflicts 10 Section 3.5 Governmental Approvals 10 Section 3.6 Company SEC Filings; Financial Statements; Controls 10 Section 3.7 No Undisclosed Liabilities 11 Section 3.8 Absence of Certain Changes or Events 12 Section 3.9 Compliance with Laws; Permits 12 Section 3.10 Litigation 13 Section 3.11 Taxes 13 Section 3.12 Employee Benefit Plans and Related Matters; ERISA 14 Section 3.13 Material Contracts 16 Section 3.14 Intellectual Property 18 Section 3.15 Properties 19 Section 3.16 Environmental Matters 19 Section 3.17 Insurance 19 Section 3.18 Labor and Employment Matters 20 Section 3.19 Affiliate Transactions 20 Section 3.20 Customers and Suppliers 20 Section 3.21 Product Liability 20 Section 3.22 Takeover Statutes 21 Section 3.23 Brokers and Finders’ Fees 21 Section 3.24 Opinion of Financial Advisor 21 Section 3.25 No Other Representations and Warranties; Disclaimers 21
Conversion of Securities Exchange of Certificates. (a) NATIONAL SHARES. By virtue of the Merger and without any action on the part of Parent, Parent Sub, National, or stockholders:
(i) At the Effective Time, the National Shares, as defined in Section 3.03, issued and outstanding immediately prior to the Effective Time other than any National Shares to be canceled pursuant to Section 2.02(a)(ii) hereof, shall be converted, into the right to receive on a pro rata basis a total of 1,256,022 Parent Shares as set forth on Schedule 2.02(a) hereto.
(ii) At the Effective Time, all National Shares held in the treasury of National immediately prior to the Effective Time shall be canceled and extinguished at the Effective Time without any conversion thereof and no Parent Shares shall be exchanged with respect thereto.
(iii) At the Effective Time, the National Shares issued and outstanding immediately prior to the Effective Time shall cease to exist.
(b) As soon as practicable after the Effective Time, each holder of a certificate that prior thereto represented National Shares shall be entitled, upon surrender thereof to Parent in the manner set forth in Section 2.02(c) hereof, to receive in exchange therefor, in accordance with Section 2.02(a)(i) hereof and Schedule 2.02(a) hereto, of Parent Shares into which the National Shares so surrendered shall have been converted as provided in Section 2.02(a)(i) hereof and Schedule 2.02(a) hereto. Until so surrendered, each such certificate that, prior to the Effective Time, represented National Shares shall be deemed from and after the Effective Time, for all corporate purposes to evidence solely the right to receive the pro rata share of the Parent Shares, into which such National Shares shall have been converted pursuant to this Section 2.02.
(c) At the Effective Time, Parent will deliver or cause to be delivered, on behalf of Parent Sub, to the Stockholders' Agent, certificates for the Parent Shares which each stockholder has the right to receive pursuant hereto.
Conversion of Securities Exchange of Certificates. SECTION 4.01. Merger Consideration; Conversion and Cancellation of ---------------------------------------------------- Securities. At the Effective Time, by virtue of the Merger and without any ----------- action on the part of the Parent Companies, the Company or the holders of any of the following securities:
(a) Subject to Section 4.03, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in Section 4.01(c)) shall be converted into the right to receive $35.00 in cash, without interest thereon (the "Per Share Merger Consideration"). ------------------------------
(b) All shares of Company Common Stock converted pursuant to Section 4.01(a) shall cease to be outstanding and shall automatically be cancelled and retired, and each holder of a Certificate previously evidencing such shares of Company Common Stock shall cease to have any rights as a stockholder of the Company, except the right to receive the Per Share Merger Consideration for each such share.
(c) Each share of Company Common Stock that is owned by the Company, Parent or Purchaser immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. Each share of Company Common Stock owned by any Subsidiary of the Company or Parent (other than Purchaser) immediately prior to the Effective Time shall remain outstanding without change.
(d) Each share of common stock, par value $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall continue to be issued and outstanding as one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.
Conversion of Securities Exchange of Certificates. 2.1 Share Consideration; Conversion or Cancellation of Shares in the Merger. Subject to the provisions of this Article II, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:
(a) Each share of the common stock, $.01 par value, of Merger Sub (the "Merger Sub Common Stock") which is issued and outstanding immediately prior to the Effective Time shall continue to be outstanding; provided that, in the event of the Exercise, the Merger Sub Common Stock shall be converted into one hundred (100) shares of fully paid and non-assessable shares of common stock, $.01 par value, of the Surviving Corporation.
(b) Each share of the common stock, $.01 par value, of EFCC (the "EFCC Common Stock"), which is issued and outstanding immediately prior to the Effective Time, except those held by shareholders who validly and properly demand and perfect dissenters' rights under the BCL, shall be converted into the right to receive the following consideration (the "Merger Consideration"): (x) the Cash Consideration (as defined in Section 2.2 below), without interest; and (y) the number (the "Conversion Number") of duly authorized, validly issued, full paid and non-assessable shares of common stock $.001 par value, of Star (the "Star Common Stock"), computed in accordance with Section 2.3 below. Anything contained in this Agreement to the contrary notwithstanding, solely at Star's option, in lieu of the consideration described in clauses (x) and (y) of the immediately preceding sentence, the "Merger Consideration" shall be an amount in cash equal to (A) $7,250,000 divided by (B) the EFCC Share Number (as defined in Section 2.2 below) (the "All Cash Option"). The All Cash Option shall be exercised, if at all, by notice being given by Star to EFCC prior to the mailing of the joint proxy statement referred to in Section 5.1 below. All shares of EFCC Common Stock, and each holder of a certificate representing such shares of EFCC Common Stock, shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.5 without interest.
(c) All shares of EFCC Common Stock that are owned by EFCC as treasury stock and any shares of EFCC Common Stock owned by EFCC or any wholly-owned Subsidiary of EFCC shall be cancelled. As used in this Agreement, a "Subsidiary" of any party means any corporation...
