Common use of Conversion of Seller Common Stock Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BladeLogic, Inc.), Agreement and Plan of Merger (BMC Software Inc)

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Conversion of Seller Common Stock. Each share of Seller Common Stock issued and outstanding immediately prior to before the Effective Time (other than (xi) shares to be cancelled in accordance with Section 3.1(b) and (yii) 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 StockShares, 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 Shares 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 thereof in accordance with Section 3.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microfinancial Inc)

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Conversion of Seller Common Stock. Each Subject to Section 2.2, each share of Seller Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares) 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 $6.00 per share in cash, without interest, equal to the Offer Price per share interest (the "Merger Consideration"). As of the Effective Time, all such shares of Seller Common Stock, when converted as provided in this Section 3.1(c2.1(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 a 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 Share, as the case may be, in accordance with Section 3.22.2, without interest or dividends.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clayton Holdings Inc)

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