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, $1.00 par value, of the Company ("Company Common Stock"), at the Effective Time all outstanding shares of the Company Common Stock (subject to Section 2.04(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.
(b) If, as of the Closing, the Company shall have received Consents from clients whose investment advisory agreements provide for the payment (based on the Contract Value of each such investment advisory agreement) of fees constituting less than ninety-five percent (95%) of the Base Fees, then (i) the cash amount delivered to each Stockholder pursuant to clause (i) of Section 1.7(a) above, will be reduced to an amount equal to the product of (A) the cash amount set forth in Schedule 1.7 opposite such Stockholder's name, multiplied by (B) a fraction (the "Adjustment Fraction"), (x) the numerator of which shall be the sum of the Contract Values of each investment advisory agreement of the Company which has not been terminated at or prior to the Closing, and with respect to which the Client of the Company has given its Consent, plus an additional amount equal to five percent (5%) of Base Fees, and (y) the denominator of which shall be the Base Fees, and (ii) the number of Preferred Shares delivered by AMG to each Stockholder pursuant to clause (ii) of Section 1.7(a) above will be reduced to a number equal to the product of (A) the number of Preferred Shares set forth in Schedule 1.7 opposite such Stockholder's name, multiplied by (B) the Adjustment Fraction.
(c) All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 1.7 shall no longer be outstanding and shall automatically be canceled and shall ceased to exist, and each certificate previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive the portion of the ...
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. (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:
(a) All limited liability interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted solely into the right to receive shares in the Surviving Company following the Effective Time as is set forth opposite Parent’s name in Annex A (such shares, together with the shares held by the Blockers in the Surviving Company, shall constitute all the outstanding shares of the Surviving Company).
(b) All shares of capital stock of the Company (the “Company Shares”) held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) immediately prior to the Effective Time shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(c) Each common share of the Company (“Common Shares”) held by the Members (other than the Blockers) immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted solely into the right to receive 5.65 share(s) of Parent Stock. As of the Effective Time, all such Common Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist.
(d) Each Series A Preferred share of the Company (“Series A Preferred Shares”) held by the Members (other than the Blockers) immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted solely into the right to receive 5.65 share(s) of Parent Stock. As of the Effective Time, all such Series A Preferred Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist.
(e) Each Series B-1 Preferred share of the Company (“Series B-1 Preferred Shares”) held by the Members (other than the Blockers) immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted solely into the right to receive 5.65 share(s) of Parent Stock. As of the Effective Time, all such Series B-1 Preferred Shares shall no longer be outstanding and sh...
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. (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").
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 58,223.7087 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) less the amount of $104,000 (the "FILCO Obligation"), representing the maximum amount payable by the Company as of the Effective Time pursuant to that certain agreement dated March 26, 1996 among FILCO Intermediary, Ltd. ("FILCO"), the Company, Krauss, Trapani, Xxxxxxx Xxxxxx and Xxxxxx Xxxx (the "FILCO Agreement") (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. (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. 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 (c) below, and Dissenting Shares (as hereinafter defined) and subject to Section 2.04(c) hereof) shall be converted into the right to receive cash, fully paid and nonassessable shares of Parent Common Stock, and options to purchase Parent Common Stock on the following basis:
(a) EMPLOYEE/INSIDER" SHAREHOLDERS. Those holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time as set forth on SCHEDULE 2.01A attached hereto and incorporated herein by reference shall be converted into the right to receive that (i) amount of cash, (ii) number of shares of Parent Common Stock, and (iii) that number of options to purchase Parent Common Stock as set forth on SCHEDULE 2.01A.
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.
