Conversion of Securities Merger Consideration. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the Shareholders' Representative, pursuant to this Agreement, the Articles of Merger and the MBCA:
(a) Subject to the other provisions of this Section 2.01, each of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be canceled and extinguished and converted into the right to receive (i) the Stock Merger Consideration Per Common Share (less 5% of that amount, which represents the Parent Common Shares that are to be placed in escrow in accordance with Section 2.04 below), and (ii) the Non-Stock Merger Consideration Per Common Share (less 5% of that amount, as to which Parent Notes are to be placed in escrow in accordance with Section 2.04 below), subject to adjustment for amounts withheld pursuant to Section 2.02(h) below.
(b) Subject to the other provisions of this Section 2.01, each of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be canceled and extinguished and converted into the right to receive (i) the Stock Merger Consideration Per Preferred Share (less 5% of that amount, which represents the Parent Common Shares that are to be placed in escrow in accordance with Section 2.04 below), and (ii) the Non-Stock Merger Consideration Per Preferred Share (less 5% of that amount, as to which of Parent Notes are to be placed in escrow in accordance with Section 2.04 below), subject to adjustment for amounts withheld pursuant to Section 2.02(h) below.
(c) The Company shall take all necessary action, including obtaining the consent of holders of Company Options to the extent necessary, to provide that each Company Option outstanding immediately prior to the Effective Time, whether vested or unvested shall automatically become immediately vested and exercisable and each holder of a Company Option shall exercise, or the Company shall cancel, all such Company Options prior to the Effective Time such that no Company Options or other rights to purchase the capital stock of the Company shall be outstanding at the Effective Time. Subject to the provisions of this Section 2.01, each cancelled Company Option shall be converted into the right to receive (i) the Stock Merger Consideration Per Option Share (less 5% of that amount, which represents the Parent Common Shares that ...
Conversion of Securities Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any share of capital stock of the Company:
Conversion of Securities Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of any shareholder of High Valley, and subject to the provisions of Sections 1.6 hereof, the shares of High Valley Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a total of (a) 1,150,000 shares of common stock $.01 par value of PEC ("PEC Shares"), and (b) warrants, in substantially the form attached hereto as Exhibit A, to purchase 127,000 shares of PEC Common Stock $.01 par value, with an exercise price of $22.00 per share (the "PEC Warrants" and, together with the PEC Shares, the "Merger Consideration"). All such shares of High Valley Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate representing shares of High Valley Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any cash, without interest, in lieu of fractional shares to be issued or paid in consideration therefor in accordance with Section 1.6.
Conversion of Securities Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of TRC, MergerCo. or the holders of any of the following securities:
(a) Each Public Unit and each Unit held by any person other than TRC or its direct or indirect subsidiaries, including any Units that are then outstanding but subject to restriction and held by participants in the Unit Plan (as hereinafter defined), shall, upon surrender in the manner provided in SECTION 1.06 of the depositary receipt that formerly evidenced such Unit (each a "RECEIPT"), be canceled and shall be converted automatically into the right to receive an amount equal to $14 per Unit in cash (the "MERGER CONSIDERATION") payable, without interest, to the holder of such Unit; (b) Each general or limited partnership interest of Perkins owned by TRC or any direct or indirect subsidiary of TRC immediately prior to the Effective Time shall remain a general or limited partnership interest of the Surviving Partnership and no payment or distribution shall be made with respect thereto; (c) Each Unit held in the treasury of Perkins immediately prior to the Effective Time shall be canceled and retired and no payment shall be made with respect thereto; and (d) Each share of Common Stock, par value $.01 per share, of MergerCo. issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one Unit in the Surviving Partnership.
Conversion of Securities Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of any shareholder of Robexxxxx, xxd subject to the provisions of Sections 1.6 hereof, the shares of Robexxxxx Xxxmon Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a total of $40 million, plus an amount payable in cash equal to 42% of the taxable income of Robexxxxx xxx the period from January 1, 1998, to the close of business on the last day immediately preceding the date of Closing (as defined below), with taxable income for that period to be determined in accordance with accrual tax basis accounting, consistent with past practice. The $40 million shall be payable, at the sole discretion of PEC and PODC, into the right to receive either (i) $40 million in cash ("Cash Only"), or (ii) up to $10 million in shares of PEC Common Stock ("PEC Shares") and the remainder of the $40 million in cash ("Cash"), with the number of PEC Shares issuable in this case equal to the quotient of the dollar amount (up to $10 million) specified by PEC and PODC to be paid in PEC Shares divided by the Average Price (as defined below). The PEC
Conversion of Securities Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of TIB, SBB, FCFG or the holders of any of the following securities:
(a) Each share of SBB Capital Stock issued and outstanding as of the Effective Time shall be deemed cancelled and FCFG shall have the right to receive from the Surviving Bank in cash, without interest, an amount that is equal to $1,000,000 plus an amount equal to the shareholders equity of SBB at such time as reflected in the Pro Forma Balance Sheet (the “Merger Consideration”).
(b) Each share of TIB capital stock issued and outstanding as of the Effective Time shall remain outstanding and continue to represent the capital stock of the Surviving Bank.
(c) At the Effective Time, FCFG shall deliver to TIB the certificate representing all shares of SBB (the “Stock Certificate”).
Conversion of Securities Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of the Merger Sub, the Company or the holders of any of the following securities:
(a) All of the Equity Interests of the Company (the "Company Interests") issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted into and become a right to receive the Merger Consideration.
(b) The "Merger Consideration" shall mean 10 percent of the fully-diluted shares (the "Merger Shares") of common stock, par value $.0001 per share, of WiFiMed (the "WiFiMed Common Stock") as of the Effective Date of this Agreement. The Merger Consideration shall be subject to adjustment in accordance with Sections 1.7 and 1.8 and Articles VII and IX below.
(c) Each Company option or warrant issued outstanding immediately prior to the Effective Time shall be cancelled and none shall be outstanding prior to the Effective Time Notwithstanding the foregoing, any contingent option rights that may be possessed by Xxxxxxx Xxxxx and that have been disclosed in the Due Diligence Postings shall be preserved except as may negotiated by Xxxxxxx Xxxxx and WiFiMed.
(d) Each share of common stock of Merger Sub issued and outstanding immediately prior to Effective Time shall remain outstanding.
Conversion of Securities Merger Consideration. As of the --------------------------------------------- Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company, or the holders of any securities of the Constituent Companies:
(a) All capital stock of the Company ("Company Capital Stock"), --------------------- including, without limitation, the common stock, $0.001 par value (the "Company ------- Common Stock"), the Series A Preferred Stock of the Company, $0.001 par value, ------------ and the Series B Preferred Stock of the Company, $0.001 par value (collectively the Series A Preferred Stock and the Series B Preferred Stock are referred to herein as the "Company Preferred Stock") shall be exchanged for the Merger ----------------------- Consideration and, other than the right of each holder thereof to receive a portion of the Merger Consideration, no other consideration or capital stock of the Parent or Sub shall be delivered in exchange therefor.
(b) The Parent shall pay the following consideration (collectively, the "Shareholder Consideration") to the Company Shareholders or the Earnout ------------------------- Escrow Agent in such proportions as set forth on Schedule 1.5: ------------
(i) $450,000 (the "Cash Consideration") in immediately ------------------ available funds, payable by wire transfer or in accordance with other instructions from the Company Shareholders;
(ii) 290,000 shares of Parent's common stock ("Parent Common ------------- Stock"), $.01 par value (the "Stock Consideration"); ----- -------------------
(iii) Notes in the aggregate original principal amount of $675,000, payable by Parent to Active Shareholders in the form of Exhibit A --------- (the "Parent Notes"). ------------
(iv) 135,000 shares of Parent Common Stock (the "Earnout ------- Stock") which shall be delivered to Downs Xxxxxxx Xxxxxx PLLC, as escrow ----- agent (the "Escrow Agent") and held pursuant to the Earnout Agreement in ------------ the form of Exhibit B (the "Earnout Agreement") and the Escrow Agreement in --------- ----------------- the form of Exhibit C (the "Escrow Agreement"). --------- ----------------
(v) 25,000 shares of Parent Common Stock, which shall be delivered to NAVF.
(c) In addition to the Shareholder Consideration, and pursuant to the Escrow Agreement, Parent shall deliver the following consideration (the "Escrow ------ Consideration,") to Escrow Agent, such Escrow Consideration to secure the ------------- representations, warranties and covenants of Activ...
Conversion of Securities Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of any shareholder of Odin, and subject to the provisions of Sections 1.6 hereof, the shares of Odin Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a total of 650,000 shares of common stock $.01 par value of PEC ("PEC Shares"), (the PEC Shares are sometimes referred to herein as the "Merger Consideration"). All such shares of Odin Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate representing shares of Odin Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.
Conversion of Securities Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any of the Parties hereto or any holder of any securities of Merger Sub or Xxxxxxxx:
2.4.1. Each share of Xxxxxxxx common stock, par value $1.00 per share, issued and outstanding immediately prior to the Effective Time that is held in the treasury of Xxxxxxxx shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
2.4.2. The number of shares of Xxxxxxxx common stock, par value $1.00, issued and outstanding (but not shares of Xxxxxxxx common stock to be cancelled pursuant to Section 2.4.1) immediately prior to the Effective Time (individually, a "Xxxxxxxx Share" and collectively, the "Xxxxxxxx Shares") is shown on Xxxxxxxx Corresponding Schedule 2.4.
