Conversion of Securities of the Company. By virtue of the Merger and without any action on the part of the holders of the common stock, no par value, of the Company ("Company Common Stock"), at the Effective Time all outstanding shares of the Company Common Stock (subject to the terms of Section 2.05(c) below) shall be converted into the right to receive fully paid and nonassessable shares of Parent Common Stock on the following basis:
Conversion of Securities of the Company. By virtue of the Merger and without the need for any action on the part of the holders of the capital stock of the Company, at the Effective Time, all outstanding shares of the capital stock of the Company (excluding shares held in the treasury of the Company, which shall be canceled as provided in paragraph (c) below, and subject to Section 2.05(c) hereof) shall be converted into the right to receive fully paid and nonassessable shares of Parent Common Stock on the following basis:
Conversion of Securities of the Company. (a) At the Effective Time, all of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and all rights attached thereto, shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into the right to receive, subject to adjustment as provided in this Section 1.7, (i) cash in the aggregate amount of Fourteen Million and Four Hundred Thousand Dollars ($14,400,000) and (ii) ten thousand six hundred sixty-six and two-thirds (10,666 2/3) shares of Preferred Stock (the "Preferred Shares") of AMG having an aggregate purchase price of Nine Million Six Hundred Thousand Dollars ($9,600,000) (together, the "Merger Consideration"). The Merger Consideration shall be payable to the Stockholders in the specific amounts set forth in Schedule 1.7 hereto.
Conversion of Securities of the Company. (i) At the Effective Time (and, for the avoidance of doubt, following the Contribution), by virtue of the Merger and without any action on the part of the holders of shares of the Company or any member of or holder of limited liability company interests in the Merger Sub:
Conversion of Securities of the Company. (a) Net Merger Price. By virtue of the Merger and without any action on the part of the holders of the common stock, without par value, of the Company ("Company Common Stock"), at the Effective Time all outstanding shares of the Company Common Stock (subject to Section 2.03(c) hereof) shall be converted into the right to receive fully paid and nonassessable shares of Parent Common Stock on the following basis: The aggregate consideration to be paid in connection with the Merger shall be paid in the form of Parent Common Stock valued, as set forth below, at $2,400,000 less the amount (the "Excess Company Merger Expenses") in excess of $25,000 paid or payable by the Company to the Company's financial advisors, brokers, consultants, appraisers, attorneys and accountants in connection with and/ or as a result of the Merger and the transactions related thereto (the "Net Merger Price"). The Net Merger Price shall be divided by the average of the closing price per share of Parent Common Stock (the "Average Price") as reported on the Nasdaq National Market, for the 30 trading day period immediately preceding the day which is two business days prior to the Effective Time in order to determine the number of shares of Parent Common Stock into which the outstanding shares of Company Common Stock shall be converted in the Merger (the "Aggregate Parent Common Stock Consideration").
Conversion of Securities of the Company. (a) Net Merger Price. By virtue of the Merger and without any action on the part of the holders of the common stock, without par value, of the Company ("Company Common Stock"), at the Effective Time all outstanding shares of the Company Common Stock (subject to Section 2.03(b) hereof) shall be converted into the right to receive 61,315.4961 fully paid and nonassessable shares of Parent Common Stock on the following basis: The aggregate consideration being paid in connection with the Merger is being paid in the form of Parent Common Stock valued, as set forth below, at Two Million Sixty Two Thousand Five Hundred Dollars ($2,062,500.00) (the "Net Merger Price"). The Net Merger Price is divided by $33.6375, which is the average of the daily closing price per share of Parent Common Stock (the "Average Price"), as reported on the Nasdaq National Market for the 30 trading day period immediately preceding the day which is three business days prior to the Effective Time, in order to determine the number of shares of Parent Common Stock into which the outstanding shares of Company Common Stock are being converted in the Merger (the "Aggregate Parent Common Stock Consideration").
Conversion of Securities of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or their respective equity holders, all of the Membership Interests of the Company issued and outstanding immediately prior to the Effective Time shall be canceled and converted automatically into the right to receive the Merger Consideration, payable and issuable, as applicable, to the Members on a pro rata basis in accordance with the Distribution Schedule and in accordance with Section 2.6.
Conversion of Securities of the Company. By virtue of the Merger and without any action on the part of the holders of the capital stock of the Company, at the Effective Time, all outstanding shares of the capital stock of the Company (excluding shares held in the treasury of the Company, which shall be cancelled as provided in paragraph (b) below, and subject to Section 2.03(c) hereof) shall be converted into the right to collectively receive (and allocated to the Stockholders pursuant to the joint instructions of the Stockholders): (i) $2,000,000 cash, and (ii) 727,273 fully paid and nonassessable shares of Parent Common Stock (obtained by dividing $8,000,000 by the closing sale price of Parent Common Stock as listed on the Nasdaq National Market on October 17, 1997 ($11.00)).
Conversion of Securities of the Company. (a) At the Effective Time, all of the shares of Company Common Stock and all of the shares of Company Class A Stock issued and outstanding immediately prior to the Effective Time and all rights attached thereto, shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into the right to receive, subject to adjustment as provided in this Section 1.7: (i) cash in the aggregate amount of sixty-nine million six hundred thousand dollars ($69,600,000) and (ii) one million seven hundred fifty thousand nine hundred forty two (1,750,942) shares of AMG's Series C Non-Voting Convertible Stock, $.01 par value per share (the "AMG Shares" and, together with such cash, the "Merger Consideration"), established and designated under the Certificate of Designations of AMG attached hereto as Exhibit 1.7A (the "Certificate of Designations"). At the Effective Time, the Merger Consideration shall be allocated among the Stockholders and to the escrow agent under the Escrow Agreement and shall be paid to the Stockholders and, in the case of the cash portion of the Merger Consideration, to the escrow agent on behalf of the holders of Company Shares named in, and pursuant to the terms and conditions of, the Escrow Agreement in substance materially consistent with that attached hereto as Exhibit 1.7B (the "Escrow Agreement") as set forth in Schedule 1.7. In addition, pursuant to the terms of the Escrow Agreement, AMG will, from time to time and as additional Merger Consideration, deliver to such escrow agent the number of additional AMG Shares set forth in Schedule 1.7.
Conversion of Securities of the Company. (a) Net Merger Price. By virtue of the Merger and without any action on the part of the holders of the common stock, without par value, of the Company ("Company Common Stock"), at the Effective Time all outstanding shares of the Company Common Stock (subject to Section 2.03(b) hereof) shall be converted into the right to receive 14,864.3627 fully paid and nonassessable shares of Parent Common Stock on the following basis: The aggregate consideration being paid in connection with the Merger is being paid in the form of Parent Common Stock valued, as set forth below, at Five Hundred Thousand Dollars ($500,000.00). The Net Merger Price is divided by $33.6375, which is the average of the daily closing price per share of Parent Common Stock (the "Average Price"), as reported on the Nasdaq National Market for the 30 trading day period immediately preceding the day which is three business days prior to the Effective Time, in order to determine the number of shares of Parent Common Stock into which the outstanding shares of Company Common Stock are being converted in the Merger (the "Aggregate Parent Common Stock Consideration").
