Conversion of Shares and Options. At the Effective Time, by virtue of the Merger and the Option Termination Agreements without any further action on the part of any Party or the holder of any of the Company Shares or the holder of any Option:
(a) Each Company Share (other than Dissenting Shares) and Option shall be converted, in accordance with the formula set forth in Exhibit C attached hereto, into the right to receive a portion (which may, in the case of some Options, be zero) of the Aggregate Transaction Consideration which shall be payable at any time in which a portion of the Aggregate Transaction Consideration is distributed to the Constituents in accordance with the provisions of this Agreement or the Escrow Agreement (each a “Payment Date”) as follows:
(i) to each Company Stockholder for each Company Share held by him, her or it as of the Effective Time (other than Dissenting Shares), an amount of cash or Parent Shares, as the case may be, equal to the Final Revised Cumulative Price minus any amounts previously paid to such Company Stockholder for such Company Share pursuant to this Section 1.5(a); provided, however, that for purposes of this Section 1.5(a)(i), Parent Shares shall be valued using the Share Valuation Method; and
(ii) to each holder of an In-the-Money-Option, for each In-the-Money-Option held by such holder, an amount of cash or Parent Shares, as the case may be, equal to the product of (a) the Final Revised Cumulative Price, and (b) the number of Company Shares issuable upon exercise of the In-the-Money-Option held by such holder, minus (y) the aggregate exercise price for such In-the-Money Options, minus (z) any amounts previously paid for such In-the-Money-Options pursuant to this Section 1.5(a) (ignoring any reductions required for tax withholding); provided, however, that for purposes of this Section 1.5(a)(ii), Parent Shares shall be valued using the Share Valuation Method;
(b) Whenever cash payments are due by the Parent under this Agreement, Parent shall pay, or such funds shall be released from the Escrow Account and transferred, by wire transfer of immediately available funds to the Constituents, the amount determined in accordance with the preceding provisions of Section 1.5(a).
(c) Each share of common stock, $0.01 par value per share of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock, $0.01 par value per share, of the Surviving Corporation.
(d) No cer...
Conversion of Shares and Options. (a) At the Effective Time and by virtue of the Merger and without any action on the part of the holders of the capital stock of the Constituent Corporations:
(i) Each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be canceled pursuant to subsection (b) below and (ii) Dissenting Shares (as defined in Section 2.4)) shall be converted ----------- into the right to receive in cash an amount per Share equal to the highest price paid per Share pursuant to the Offer (the "Merger Price"); ------------
(ii) Each Share held in the treasury of the Company and each Share owned by Parent, the Purchaser or the Company, or by any direct or indirect wholly owned Subsidiary of any of them, shall be canceled and retired without payment of any consideration therefor; and
(iii) Each share of Common Stock, par value $0.01 per share, of the Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, par value $0.01 per share, of the Surviving Corporation.
(b) The Options shall be converted in the manner described in Section ------- 6.5. ---
Conversion of Shares and Options. (i) Subject to Sections 3.01(b) and 3.01(d), each issued and outstanding Share shall (A) be converted into the right to receive an amount in cash equal to $16.75, without interest (the “Merger Consideration”), and (B) automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares 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 3.02, without interest.
(ii) Company Employee Stock Options and the Company Preferred Stock Option shall be treated as set forth in Section 7.04 and Section 7.05, respectively.
Conversion of Shares and Options. (i) Subject to Sections 3.01(b) and 3.01(d), each issued and outstanding Share shall be converted into the right to receive the Merger Consideration.
(ii) Subject to Sections 3.01(b) and 3.01(d), as of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares 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 3.02, without interest.
(iii) Company Employee Stock Options shall be treated as set forth in Section 7.04.
Conversion of Shares and Options. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Subsidiary or any holder of any share of capital stock, or holder of options to purchase capital stock, of the Company or Merger Subsidiary:
(a) The holders of shares of common stock of the Company, $.001 par value per share ("Company Common Stock") and holders of option(s) to purchase Company Common Stock ("Company Option(s)") will receive an aggregate of 2,077,000 shares of the common stock of Parent ("Parent Common Stock"), $.25 par value per share (the "Merger Consideration"), such that each share of Company Common Stock outstanding immediately prior to the Effective Time and each Option Share (as defined in Section 1.3(b)) will represent only the right to receive a fraction of a share of Parent Common Stock equal to the Merger Consideration divided by the sum of (i) the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time and (ii) the total number of Option Shares represented by the Company Options outstanding immediately prior to the Effective Time (the "Per Share Merger Consideration").
(b) Each Company Option outstanding immediately prior to the Effective Time shall represent the number of Option Shares ("Option Shares") determined by (i) dividing the Option Value by the Final Company Value and (ii) multiplying that result by the number of shares subject to each option. The "Option Value" shall mean the Final Company Value less the option exercise price, provided, that with respect to any portion of a Company Option which is not vested immediately prior to the Effective Time, the "Option Value" shall mean (i) the fair value of the unvested portion of the Company Option (as determined pursuant to an appropriate discounting method mutually agreed to by the parties), less (ii) the option exercise price for such unvested portion of the option. The "Final Company Value" shall mean the value obtained by adding (x) the Merger Consideration multiplied by the Final Parent Price and (y) the aggregate exercise price of the Company Options outstanding immediately prior to the Effective Time, and dividing the sum of (x) and (y) by the sum of the aggregate number of shares of Company Common Stock outstanding immediately prior to the Effective Time and the aggregate number of shares of Company Common Stock subject to Company Options outstanding immediately prior to the Effective Time. The "Final Parent Pric...
Conversion of Shares and Options. (a) Each Common Share issued and outstanding immediately prior to the Effective Time (collectively, the "Shares") (other than Dissenting Shares, as defined in Section 2.10) shall, by virtue of the Merger and without any action on the part of the Holder (defined below) thereof, be converted into the right to receive, except as otherwise provided in Section 2.11, $10.25 in cash (the "Merger Consideration"). Any Common Share held in the treasury of the Company shall be cancelled.
(b) Each option to acquire Common Shares that is outstanding immediately prior to the Effective Time (an "Option") shall, by virtue of the Merger and without any action on the part of the Holder thereof except as provided below in this paragraph (b), be converted into the right to receive a net amount in cash equal to the Merger Consideration allocable to the Common Shares then subject to the Option (the "Option Shares") minus the aggregate exercise price of the Option for acquisition of the Option Shares, upon delivery of an executed acknowledgement of the cancellation of the Option (an "Option Cancellation Acknowledgement"). All Options and any other rights that any other Person may have under any of the Option Plans (except for the right to receive cash as provided in this Section 2) shall terminate to the extent such Options and any such other rights shall not have been exercised by the Effective Time.
(c) The aggregate Merger Consideration will be payable upon the surrender of the certificates and other documentation specified in Section 2.11.
(d) The Buyer shall take all steps necessary to provide the Surviving Corporation with funds, as of the Effective Time, in an amount sufficient to make all the payments contemplated by this Section 2.6 at the Effective Time in accordance with Section 2.9 and Section 2.11.
Conversion of Shares and Options. At the Effective Time, by virtue of the Merger and without any action on the part of the Seller, Shareholders or Company Optionholders:
(i) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares as to which the holders thereof shall have properly exercised appraisal rights under the TBCA, if any) shall be converted into the right to receive in cash its Allocable Portion of the Purchase Price (as hereinafter defined).
(ii) Each Share held in the treasury of the Company immediately prior to the Effective Time shall be canceled and retired and cease to exist.
(iii) Each share of common stock, no par value, of Newco issued and outstanding immediately prior to the Effective Time shall be converted into and exchangeable for one share of common stock, no par value, of the Surviving Corporation.
(iv) Each Company Option shall terminate and shall be converted into the right to receive, upon surrender of such option and release of all claims under or relating to such Company Option, cash in the amount of the following: (A) the number of shares subject to such Company Option held by such Company Optionholder multiplied by (B) the difference between (x) the amount per share that such Company Optionholder would have received with respect to such Company Option if such Company Optionholder had exercised his or her option immediately prior to the Effective Time and (y) the exercise price per share of the Company Option held by such Company Optionholder (as set forth in such Company Optionholder's option agreement with the Company).
Conversion of Shares and Options. 11 3.1 Exchange of Westbank Common Stock; Merger Consideration............................. 11 3.2
Conversion of Shares and Options. Subject to the provisions of Sections 2.6 and 2.3.3, each share of Entevo Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into a fraction of a share of BindView Stock, determined as follows:
(a) At the Effective Time, a number of shares equal to the "Aggregate Share Consideration" shall be determined by dividing $125 million by the "Base Price", as defined below, provided that if the Aggregate Consideration, as so determined, multiplied by the "Closing Price", as defined below (the "Offer Value") is:
(i) less than $85 million, the Aggregate Share Consideration shall instead be equal to $100 million divided by 0.68 times the Base Price;
(ii) from $85 million to (but not including) $100 million, the Aggregate Share Consideration shall instead be equal to $100 million divided by the Closing Price;
(iii) from $100 million to (and including) $150 million the Aggregate Share Consideration shall not be adjusted pursuant to this subparagraph (a);
(iv) from $150 million to (but not including) $172.5 million, the Aggregate Share Consideration shall instead be equal to $150 million divided by the Closing Price; and
(v) equal to or greater than $172.5 million, the Aggregate Share Consideration shall instead be equal to $150 million divided by 1.38 times the Base Price. -------------------------------------------------------------------------------- 10 BVEW/ENTEVO MERGER AGREEMENT For purposes of this subparagraph (a), Base Price equals $56.62 and Closing Price equals the average closing sale price of a share of BindView Stock on the NASDAQ National Market for the ten trading days ending two complete trading days prior to the Effective Time. Notwithstanding any other provision herein, BindView will not be required to issue more shares of BindView Stock at the Effective Time than the Aggregate Share Consideration.
(b) The Aggregate Share Consideration shall be subject to further downward adjustment to reflect the number of shares of Entevo Stock outstanding at the Effective Time as follows:
(i) If any shares of Entevo Preferred Stock are outstanding at the Effective Time:
(A) at the Effective Time, the Aggregate Share Consideration as determined above shall be multiplied by a dollar value equal to the assumed value of a share of BindView Stock ("Assumed Value") as determined pursuant to Article VI, Section 2(d) of the First Amended and Restated Certificate of Incorporation of Entevo (the "Entevo Cert...
Conversion of Shares and Options. (a) At the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holder thereof:
(i) Each share of Preferred Stock (other than shares, if any, held in treasury of the Company, which treasury shares shall be cancelled as part of the Merger, and other than shares held by Dissenting Stockholders) that is then issued and outstanding shall thereupon be converted into the right to receive a portion of the Merger Consideration (defined below) equal to the Liquidation Value thereof;
(ii) Each share of Common Stock that is then issued and outstanding (other than shares, if any, held in the treasury of the Company, which treasury shares shall be canceled as part of the Merger, and other than shares held by Dissenting Stockholders) and each
