Conversion of Shares in the Merger. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
Conversion of Shares in the Merger. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company, subject to Section 1.5(b), each share of Company Common Stock then issued and outstanding, other than Excluded Shares, if any, shall be converted into 0.374 of a share (the “Exchange Ratio”) of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock as set forth in Section 1.5(c), the “Merger Consideration”).
Conversion of Shares in the Merger. The manner of carrying the Merger into effect, and the manner and basis of converting the shares of the Constituent Corporations into shares of the Surviving Corporation are as follows:
Conversion of Shares in the Merger. At the Effective Time, (1) each issued and outstanding Share (other than any Shares held of record by Harcxxxx, XXC, Merger Sub or any other direct or indirect wholly-owned subsidiary of Harcourt or of the Company, which Shares will be automatically cancelled and retired and will cease to exist with no payment being made with respect thereto, and other than any Shares as to which stockholders have a right to demand, and who properly demand, an appraisal of such Shares in accordance with Section 262 of the General Corporation Law of the State of Delaware (the "DGCL") ("Dissenting Shares")) will be converted into the right to receive $14.75 in cash, the Merger Consideration, and (2) each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one fully paid and nonassessable share of Common Stock, par value $0.01 per share, of the Surviving Corporation in the Merger. See "
Conversion of Shares in the Merger. The mode of carrying into effect the Merger provided for herein, and the manner and basis of converting the shares of the Constituent Corporations, are as follows:
Conversion of Shares in the Merger. Subject to the provisions of this Article III and Section 9.3, at and as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or TBO, the outstanding securities of TBO and Merger Sub shall be converted as follows:
Conversion of Shares in the Merger. On the Effective Date, and without any action on the part of either of the Constituent Corporations, each of the following shall occur:
Conversion of Shares in the Merger. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company except as set forth in this Section 3.1, subject to the other provisions of this Article III, each share of common stock, par value $.01 per share, of the Company issued and outstanding immediately prior to the Effective Time ("Company Common Stock") (excluding any treasury shares and Dissenting Shares) shall be converted into the right to receive that number of validly issued, fully paid and nonassessable shares of common stock, $1.50 par value, of Parent ("Parent Common Stock") equal to the Game Price divided by the Viad Price (as such terms are defined in Schedule A), subject to adjustment as set forth in subparagraph (b) below (such number being referred to hereinafter as the "Exchange Ratio").
Conversion of Shares in the Merger. Subject to the provisions of this Article III, at and as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or C$ cMoney, or any of the shareholders of any of the foregoing, the outstanding securities of C$ cMoney and Merger Sub shall be converted as follows:
Conversion of Shares in the Merger. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:
