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. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or their respective shareholders (including, without limitation, the Stockholders):
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. SECTION 1.06
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
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:
Conversion of Securities Merger Consideration. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders:
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. 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 either shareholder of Company, the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10,710,838 cash, subject to adjustment pursuant to Section 1.6, and 660,886 shares of Parent Common Stock (the "Parent Shares"). The Parent Shares and cash as adjusted are referred to herein as the "Merger Consideration." All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and each holder of a certificate representing shares of Company Common Stock (the "Certificate") 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 1.7.
