Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Seller, Buyer or the holder of any of the following securities:
(a) Each share of voting common stock, no par value per share, of Buyer (the “Buyer Common Stock”) and Buyer Non-Voting Common Stock (as hereinafter defined) issued and outstanding immediately before the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
(b) All shares of common stock, $1.00 par value, of Seller issued and outstanding immediately before the Effective Time (the “Seller Common Stock”) that are owned, directly or indirectly, by Seller, Buyer or Buyer Bank (other than shares of Seller Common Stock held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) or shares held as a result of debts previously contracted) shall no longer be outstanding, shall automatically be cancelled and shall cease to exist and no stock of Buyer and no other consideration shall be delivered in exchange therefor.
(c) Each share of Seller Common Stock (excluding shares held by Buyer, Buyer Bank, or Seller or any of their respective Subsidiaries, in each case other than Trust Account Common Shares or shares held as a result of debts previously contracted) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive the following (the “Merger Consideration”):
(i) Except as set forth in clauses (ii) and (iii) below, 0.950 shares of Buyer Common Stock (the “Common Stock Merger Consideration”);
(ii) In the event that the volume weighted average price of a share of Buyer Common Stock for a twenty (20) trading day period, starting with the opening of trading on the twenty-first (21st) trading day prior to the Closing Date to the closing of trading on the second to last trading day prior to the Closing Date, as reported by Bloomberg Finance L.P. (the “BNC VWAP”) is less than $16.85, then each share of Seller Common Stock shall be converted into and exchanged for the right to receive: (A) the Common Stock Merger Consideration, plus (B) cash in an amount equal to the difference between (1) $16.00 and (2) 0.95 times the BNC VWAP; provided, however, that the aggregate amount of cash consideration to be paid by Buyer pursuant to this Section 1.4(c)(ii) shall not exceed $5.0 ...
Conversion of Seller Common Stock. Each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares to be cancelled in accordance with Section 3.1(b) and (y) Dissenting Shares as defined in Section 3.3) shall be automatically converted into the right to receive an amount in cash, without interest, equal to the Offer Price (the “Merger Consideration”). As of the Effective Time, all such shares of Seller Common Stock, when converted as provided in this Section 3.1(c), shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (each, a “Certificate” and collectively, the “Certificates”) or book-entry share (each, a “Book-Entry Share” and collectively, the “Book-Entry Shares”) representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 3.2. In the event that, prior to the Effective Time, the outstanding shares of Seller Common Stock are changed into, or exchanged for, a different number or class of shares by reason of any stock split, stock combination, stock reclassification, reverse stock split, stock dividend, recapitalization or other similar transaction, the Offer Price and Merger Consideration (as applicable) payable per share of Seller Common Stock shall be adjusted to appropriately and proportionately reflect the effects of such transaction, it being understood that nothing herein shall be construed to permit the Seller to take any action with respect to the shares of Seller Common Stock or other securities of Seller that is prohibited by this Agreement.
Conversion of Seller Common Stock. (i) Subject to Section 3.2, each share of Seller Common Stock (other than (x) shares to be cancelled in accordance with Section 3.1(b), (y) shares owned by any direct or indirect wholly owned Subsidiary of the Seller or of Parent (other than Purchaser), which shares shall remain outstanding except that the number of such shares owned by such Subsidiaries shall be adjusted in the Merger to maintain relative ownership percentages, and (z) Dissenting Shares of Seller Common Stock (as defined in Section 3.3(a)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash, without interest, equal to the Offer Price per share (the ‘‘Merger Consideration’’). As of the Effective Time, all such shares of Seller Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 3.2, without interest.
(ii) Notwithstanding the foregoing, each share of Seller Common Stock that is a restricted share (a ‘‘Seller Restricted Share’’) immediately prior to the Effective Time shall, instead of being cancelled and converted into the right to receive the Merger Consideration, become that number of Parent Ordinary Shares (which shall be subject to the same restrictions as were applicable to the restricted shares of Seller Common Stock from which they were converted) as is equal to the quotient obtained by dividing (1) the product of the Merger Consideration and the Euro Exchange Rate by (2) the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time; provided that, with respect to any one holder of Seller Restricted Shares, any fractional shares resulting from such division will be cashed out for an amount of U.S. dollars in cash equal to such fraction multiplied by the product of the closing price of a Parent Ordinary Share on the Euronext Paris on the date of the Effective Time and the Dollar Exchange Rate. ‘‘Euro Exchange Rate’’ equals the Noon Buying Rate for Euros as announced by the Federal Reserve Bank of New York for the date on which the Effective Time occurs, which for the avoidance of doubt shall be computed as Euros per one U.S. dollar. ‘‘Dollar Exchange Rate’’ ...
Conversion of Seller Common Stock. Each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares to be cancelled in accordance with Section 3.1(b) and (y) Dissenting Shares as defined in Section 3.3) shall be automatically converted into the right to receive an amount in cash, without interest, equal to the Offer Price per share (the “Merger Consideration”). As of the Effective Time, all such shares of Seller Common Stock, when converted as provided in this Section 3.1(c), shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (each, a “Certificate” and collectively, the “Certificates”) or book-entry share (each, a “Book-Entry Share” and collectively, the “Book-Entry Shares”) representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 3.2.
Conversion of Seller Common Stock. (a) At the Effective Time, each share of common stock of the Seller, par value $1.00 per share ("Seller Common Stock"), issued and outstanding immediately prior to the Effective Time and all rights attached thereto (other than shares of Seller Common Stock held (x) in the Seller's treasury or (y) directly or indirectly by the Buyer or the Seller or any of their respective Subsidiaries (as defined below) (except Trust Account Shares and DPC Shares (as such terms are defined in Section 1.05(c) hereof))), shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted automatically into and represent the right to receive (i) an amount in cash equal to $16.00, without any interest thereon (plus any cash in lieu of fractional shares as described in Section 2.02, the "Cash Consideration") and (ii) that number of fully paid and nonassessable shares of the common stock, par value $0.625 per share, of the Buyer (together with the number of common share purchase rights attached thereto pursuant to that certain Rights Agreement, dated as of August 15, 1996, as amended (as such may be further amended, supplemented, restated or replaced from time to time), between the Buyer and the Buyer Bank, as Rights Agent, the "Buyer Common Stock") determined by dividing $16.00 by the Average Buyer Common Stock Price (as defined below) rounded to the nearest thousandth of a share and subject to adjustment as provided below (the "Exchange Rate" and such amount, the "Stock Consideration"). The Exchange Rate initially in effect shall be subject to adjustment as follows:
Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Merger Sub, the Seller or the holder of any of the shares of the Seller Common Stock (as defined below):
(a) Each share of the common stock, par value $0.625 per share, of the Seller ("Seller Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Seller Common Stock held (x) in the Seller's treasury or (y) directly or indirectly by the Buyer or the Seller or any of their respective subsidiaries (except for Trust Account Shares and DPC shares, as such terms are defined below) shall become and be converted automatically into the right to receive in cash from the Buyer an amount equal to $32.00 (the "Fixed Consideration"); provided, however, that:
(i) in the event that, (A) at any time prior to the Effective Time, the Buyer or any Affiliate of the Buyer submits a bid or other offer to acquire any assets or liabilities proposed to be divested in connection with the merger of Fleet Financial Group, Inc. and BankBoston Corporation (the "Branch Divestiture"), (B) the Effective Time does not occur on or prior to January 31, 2000, (C) the condition contained in Section 7.1(a) is satisfied and (D) the failure of the Effective Time to have occurred on or prior to January 31, 2000 is not attributable to acts or omissions by the Seller; then the Fixed Consideration shall be adjusted upwards by an amount determined by (1) multiplying (a) the Fixed Consideration by (b) 6%, rounded at the date the foregoing calculation is made at the Effective Time, to the nearest $.01, then (2) dividing the product determined pursuant to clause (1) by 365 and then
Conversion of Seller Common Stock. All of the Seller Common Stock shall be converted into a number of shares of Buyer Common Stock that will represent approximately Eighty percent (80%) of the outstanding shares of Buyer immediately after the Effective Time, on a fully diluted basis (the “Acquisition Shares”). The number of Acquisition Shares shall be exactly 27,994,706 shares of Buyer Common Stock. Each issued and outstanding share of Seller Common Stock at the Effective Time will be converted into the right to receive one Acquisition Share, in a 47.6333 to one exchange.
Conversion of Seller Common Stock. Subject to Section 2.2, each share of Seller Common Stock (other than shares to be cancelled in accordance with Section 2.1(b)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive 0.70 fully paid and nonassessable shares (the “Exchange Ratio”) of common stock, $0.01 par value per share, of the Buyer (the “Buyer Common Stock,” and such shares, the “Merger Consideration”) upon surrender of the certificate representing such share of Seller Common Stock in the manner provided in Section 2.2. As of the Effective Time, all such shares of Seller Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive shares of Buyer Common Stock pursuant to this Section 2.1(c) and any cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration therefor, without interest, upon surrender of such certificate in accordance with Section 2.2.
Conversion of Seller Common Stock. All of the Seller Common Stock shall be converted into a number of shares of Buyer Common Stock that will represent ninety-four percent (94%) of the outstanding shares of Buyer immediately after the Effective Time, on a fully diluted basis after giving effect to the Reverse Stock Split (the “Acquisition Shares”). The number of Acquisition Shares shall be approximately 705,000,000 shares of Buyer Common Stock (on a post Reverse Stock Split basis). Each issued and outstanding share of Seller Common Stock at the Effective Time will be converted into the right to receive a number of Acquisition Shares equal to (i) the total number of Acquisition Shares, divided by (ii) the number of Common shares of Seller outstanding immediately prior to Effective Time.
Conversion of Seller Common Stock. All of the Seller Common Stock shall be converted into an identical number of shares of Buyer Common Stock per the attached Exhibit “B”.
