Conversion of Seller Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Buyer Sub, Seller, Seller Sub or the holder of any of the following securities:
Conversion of Seller Shares. Subject to the provisions of Section 2.4(h), at and as of the Effective Time, (i) each holder of Seller Preferred Shares then outstanding shall by virtue of the Merger be entitled to receive that number of Buyer Shares, rounded to the nearest thousandth, equal to the quotient obtained by dividing (X) the aggregate liquidation value of the Preferred Shares held by such holder plus any and all accumulated and unpaid dividends thereon to but not including the Effective Time by (Y) the Current Market Price as of the Closing Date (the Buyer Shares delivered pursuant to this Section 2.4(e)(i) to all holders of Seller Preferred Shares being collectively referred to as the "Preferred Exchange Shares"); and (ii) each holder of Seller Common Shares then outstanding, other than any holder of Dissenting Shares, shall by virtue of the Merger be entitled to receive that number of Buyer Shares, rounded to the nearest thousandth, which is equal to the product of (X) the Seller Common Ratio applicable to such holder of Seller Common Shares multiplied by (Y) Seven Million (7,000,000) minus the aggregate number of the Preferred Exchange Shares. After the Closing, there shall be no transfers on the stock transfer books of Seller Shares which were issued and outstanding at the Effective Time and converted pursuant to the provisions of this Section 2.4(e). After the Effective Time, holders of certificates of Seller Shares shall cease to be, and shall have no rights as, stockholders of Seller, other than to receive Buyer Shares into which such Seller Shares have been converted and, if applicable, fractional share payments pursuant to the provisions hereof. Schedule 2.4(e) to this Agreement illustrates the distribution pursuant to this Agreement of the Buyer Shares and the Buyer Warrants (including the Escrow Shares and the Escrow Warrant) among, respectively, the Seller Stockholders and holder of the CMP Warrant (which is the only option, warrant or similar right to acquire Seller Shares that is outstanding as of the date of this Agreement), assuming solely for purposes of that presentation that (i) there are no Dissenting Shares, (ii) there are no accrued and unpaid dividends on the Seller Preferred Shares as of the Closing Date, and (iii) the Current Market Price as of the Closing Date is equal to $33.375.
Conversion of Seller Shares. Subject to the other provisions of this Article Two, each Seller Share issued and outstanding immediately prior to the Effective Time (other than (i) Seller Shares held directly or indirectly by Buyer or Seller or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 2.01(b) hereof), and (ii) Seller Dissenting Shares (as defined in Section 2.03)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and exchangeable for the right to receive, at the election of the holder thereof as provided in and subject to the provisions of this Section 2.01, either (i) the Per Share Stock Consideration (as defined below) or (ii) the Per Share Cash Consideration (as defined below). The Per Share Stock Consideration and the Per Share Cash Consideration are referred to herein collectively as the "MERGER CONSIDERATION."
Conversion of Seller Shares. At and as of the Effective Time, (A) each Seller Share (other than any Dissenting Share) shall be converted into the right to receive that certain ratio of Buyer Shares to be determined on the Closing Date based on the calculation set forth in the immediately subsequent paragraph of this Section 2 (e)(v), and such ratio of Buyer Shares to one Seller Share is referred to herein as the "Conversion Ratio", (B) each Dissenting Share shall be converted into the right to receive payment from Surviving Corporation with respect thereto in accordance with the provisions of the Delaware General Corporation Law. The Parties agree that the Conversion Ratio in this Section 2(e)(v) is calculated by dividing Four Million Seven Hundred Fifty Thousand (4,750,000) of the Buyer's publicly traded shares on the OTCQB as of the Closing Date (the "Buyer Merger Consideration Shares) by the total issued and outstanding Seller Shares as of the Closing Date. No Seller Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(e)(v) after the Effective Time.
Conversion of Seller Shares. Subject to the provisions of Section 2.4(h), at and as of the Effective Time, (i) each holder of Seller Preferred Shares then outstanding shall by virtue of the Merger be entitled to receive that number of Buyer Shares, rounded to the nearest thousandth, equal to the quotient obtained by dividing (X) the aggregate liquidation value of the Preferred Shares held by such holder plus any and all accumulated and unpaid dividends thereon to but not including the Effective Time by (Y) the Current Market Price as of the Closing Date (the Buyer Shares delivered pursuant to this Section 2.4(e)(i) to all holders of Seller Preferred Shares being collectively referred to as the "Preferred Exchange Shares"); and (ii) each holder of Seller Common Shares then outstanding, other than any holder of Dissenting Shares, shall by virtue of the Merger be entitled to receive that number of Buyer Shares, rounded to the nearest thousandth, which is equal to the product of (X) the Seller Common Ratio applicable to such holder of Seller Common Shares multiplied by (Y) Seven Million (7,000,000) minus the aggregate number of the Preferred Exchange Shares. After the Closing, there shall be no transfers on the stock transfer books of Seller Shares which were issued and
Conversion of Seller Shares. At the Closing, (A) each Seller Share (other than any Dissenting Share) shall be converted into the right to receive Two Hundred Fourteen Thousand Two Hundred Eighty Six unregistered Buyer Shares (which is an amount equal to $3,000,000 divided by a price per share of the Buyer Shares of $14.00) (the "Purchase Price") (the ratio of 234.19 Buyer Shares to one Seller Share is referred to herein as the "Conversion Ratio"), and (B) each Dissenting Share shall be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with the
Conversion of Seller Shares. As of the Effective Date, by virtue of the Merger and without any action on the part of the holder of the common stock of Seller, par value $.01 per share (a "Seller Share" or "Seller Common Stock"): (a) Each issued and outstanding Seller Share (other than fractional shares, or any shares as to which dissenters' rights have been perfected), shall be converted into .3479 shares of the common stock, without par value, of Buyer ("Buyer Common Stock" or a "Buyer Share"). (b) From and after the Effective Date, the holders of certificates formerly representing Seller Shares shall cease to have any rights with respect thereto other than any dissenters' rights they have perfected pursuant to Section 262 of the General Corporation Law of the State of Delaware. (c) On the Effective Date, all shares of Seller Common Stock held in the treasury of Seller or owned beneficially by any subsidiary of Seller other than in a fiduciary capacity or in connection with a debt previously contracted and all shares of Seller Common Stock owned by Buyer or owned beneficially by any subsidiary of Buyer other than in a fiduciary capacity or in connection with a debt previously contracted shall be canceled and no cash, stock or other property shall be delivered in exchange therefor. 3.2
Conversion of Seller Shares. Subject to the provisions of Section 2.4(g) and 2.4(h), at and as of the Effective Time, each holder of Seller Common Shares then outstanding shall by virtue of the Merger be entitled to receive that number of shares of Buyer Common Stock which is equal to the product of (X) the Seller Common Ratio applicable to such holder of Seller Common Shares and (Y) Two Million (2,000,000). After the Closing, there shall be no transfers on the stock transfer books of Seller Shares which were issued and outstanding at the Effective Time and converted pursuant to the provisions of this Section 2.4(e). Subject to Section 2.4(i), after the Effective Time, holders of certificates of Seller Shares shall cease to be, and shall have no rights as, stockholders of the Company, other than to receive shares of Buyer Common Stock into which such Seller Shares have been converted and, if applicable, fractional share payments pursuant to the provisions hereof. Each share of Merger Sub outstanding prior to the Effective Time shall be converted at and as of the Effective Time into one share of common stock of the Surviving Corporation.
Conversion of Seller Shares. At the Closing, each Seller Share shall be converted into the right to receive the number of the Buyer Shares equal to one million five hundred thousand and no/100ths dollars ($1,500,000), divided by the average closing price per share of the Buyer Shares for the five (5) day period ending on the day prior to the Closing Date (the "Closing Price"), divided by the number of all Seller Shares outstanding (the "Purchase Price") (the ratio of the Buyer Shares to the Seller Shares is referred to herein as the "Conversion Ratio"), and PROVIDED, HOWEVER, that the Conversion Ratio shall be subject to adjustment in the event of any adjustment in the Purchase Price as contemplated under Section 2(d)(vi) below, or any stock split, stock dividend, reverse stock split, or other change in the number of the Seller Shares outstanding. No Seller Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(d)(v) after the Effective Time.
Conversion of Seller Shares. Each of the issued and outstanding shares of Seller Common Stock (each, a "Seller Share") shall be converted into the right to receive (subject to the adjustments set forth in Section 1.7 and the further terms of this Agreement) 80.9524 shares of the $0.01 par value common stock of Buyer ("Buyer Shares"), but not exceeding 850,000 shares, (the "Merger Consideration"). Certificates previously representing Seller Shares ("Certificates") shall be exchanged for the Merger Consideration into which the Seller Shares have been converted pursuant to this Section 1.4.1 upon surrender of these certificates in accordance with Section 1.5, without interest. All references in this Agreement to "per share Merger Consideration" shall be appropriately adjusted to account for any stock split, stock dividend, recapitalization, reclassification, or similar event with respect to the common stock of the Buyer where that event occurs between the date of this Agreement and the Effective Time
