Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:
Conversion of Securities in the Merger. SECTION 2.01. Conversion of Capital Stock.............................3 SECTION 2.02.
Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Montage, Marigold, Merger Sub or any shareholder thereof,
(a) subject to Section 2.6, each share of Marigold Common Stock issued and outstanding immediately prior to the Effective Time, other than any Marigold Cancelled Shares, shall automatically be converted, subject to the terms, conditions and procedures set forth in this Article II, into the right to receive the following: (A) $10.55 in cash, without interest (the “Cash Consideration”), (B) a fraction of a validly issued, fully paid and nonassessable share of Montage Class A Common Stock equal to the Marigold Exchange Ratio (the “Stock Consideration”), and (C) unless a Pre-Closing CVR Distribution has occurred, one (1) Contingent Value Right to be issued by Montage pursuant to the CVR Agreement (the “CVR Consideration”, if any, the Cash Consideration and the Stock Consideration, collectively, the “Marigold Merger Consideration”);
(b) each share or other security representing capital stock in Marigold owned, directly or indirectly, by any of the Marigold Subsidiaries or Montage or any of the Montage Subsidiaries immediately prior to the Effective Time (collectively, “Marigold Cancelled Shares”) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and
(c) each share of common stock, no par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid, validly issued and nonassessable share of Common Stock, no par value per share, of the Surviving Corporation.
Conversion of Securities in the Merger. 9 3.1 Effect of Merger on Capital Stock............................................. 9 3.2
Conversion of Securities in the Merger. 3.1. Effect of Merger on NCNG Capital Stock..................................8 3.2.
Conversion of Securities in the Merger. At the Effective Time and without any action on the part of SCT, Acquisition Sub, ABT, the Securityholders or any other holders of any of the securities of any of such corporations:
2.8.1. each share of issued and outstanding ABT Common Stock immediately prior to the Effective Time shall be converted into the right to receive an amount equal to the Fully Diluted Per Share Amount, and as a result thereof, the holders thereof shall, in the aggregate, have the right to receive such amounts as set forth on SCHEDULE 1 (subject to Sections 2.2.2 and 2.3);
2.8.2. each share of issued and outstanding ABT Preferred Stock immediately prior to the Effective Time shall be converted into the right to receive an amount equal to the sum of (i) the product of (A) the Fully Diluted Per Share Amount, multiplied by (B) the number of shares of ABT Common Stock such share of ABT Preferred Stock would be convertible into at the Effective Time in accordance with ABT's Charter Documents, plus (ii) the Closing Preferred Stock Per Share Payment, and as a result thereof, the holders thereof shall, in the aggregate, have the right to receive such amounts as set forth on SCHEDULE 1 (subject to Sections 2.2.2 and 2.3);
2.8.3. each share of capital stock of ABT that is held in the treasury of ABT shall be canceled and retired and no cash or other consideration shall be paid or delivered in exchange therefore;
2.8.4. each outstanding stock option, warrant or other right to purchase any shares of capital stock of ABT (each a "Convertible Security and collectively, the "Convertible Securities") other than each Convertible Security exercisable for ABT Preferred Stock (the "Preferred Warrants"), whether or not then exercisable or vested, shall be canceled in exchange for the right to receive an amount equal to the difference between (i) the Fully Diluted Per Share Amount and (ii) the exercise price for such Convertible Security, and as a result thereof, the holders thereof shall, in the aggregate, have the right to receive such amounts as set forth on SCHEDULE 1 (subject to Sections 2.2.2 and 2.3);
2.8.5. each Preferred Warrant, whether or not then exercisable or vested, shall be canceled in exchange for the right to receive an amount equal to the difference between (i) the product of (A) the Fully Diluted Per Share Amount, multiplied by (B) the number of shares of ABT Common Stock such Preferred Warrant (assuming exercise of such Preferred Warrant into shares of ABT Preferred Stock as of th...
Conversion of Securities in the Merger. Section 2.1(a) of the Merger Agreement is hereby amended to delete clause (i) of the first sentence thereof in its entirety and substitute therefor:
(i) an amount in cash, without interest, equal to (x) $4.13 minus (y) to the extent paid pursuant to Section 5.19(a) (or, in the event that the Closing Date occurs after the record date for the Prepayment Dividend but before the Dividend Payment Date, to the extent payable after the Closing Date pursuant to Section 5.19(a)), the Prepayment Dividend Amount (the “Per Share Cash Consideration”) and”
Conversion of Securities in the Merger. 11
2.1 Conversion of Securities 11 2.2 Payment for Securities; Surrender of Certificates 12
2.3 Dissenting Shares 14
2.4 Treatment of Options; Restricted Stock Units; Stock Plans 14 2.5 Treatment of Employee Stock Purchase Plan 15
Conversion of Securities in the Merger. 4
2.1 Effect on Capital Stock of Cardinal and Merger Sub 4 2.2 Effect on Sarg Common Stock 5 2.3 Certain Adjustments 5 2.4 Fractional Shares 5 2.5 Exchange of Certificates and Book-Entry Shares 5
2.6 Cardinal Stock Options and Stock-Based Awards 8 2.7 Withholding. 10
Conversion of Securities in the Merger. 5 Section 2.1 Conversion of Capital Stock ................................ 5 Section 2.2 Exchange of Certificates ................................... 5 Section 2.3 Stock Transfer Books ....................................... 9 Section 2.4 Employee/Director Stock Options ............................ 9
