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:
(i) all Excluded Shares shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(ii) subject to Sections 2.5(b), 2.5(c) and 2.5(d), each share of Company Common Stock then issued and outstanding, other than Excluded Shares and Dissenting Shares (as defined in Section 2.8), if any, shall be converted into the right to receive that number of shares of Parent Common Stock equal to the Exchange Ratio, plus cash in lieu of fractional shares of Parent Common Stock as set forth in Section 2.5(d). The number of shares of Parent Common Stock equal to the Exchange Ratio and the cash payable in lieu of fractional shares as specified in Section 2.5(d) with respect to each share of Company Common Stock are referred to as the "MERGER CONSIDERATION"; and
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation.
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are affected by reason of any stock split, division or subdivision of shares, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock or Company Common Stock), reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Exchange Ratio, the Merger Consideration and any other amounts payable pursuant to the Offer or the Merger shall be appropriately adjusted to the extent the record date for, or the date of occurrence of, any such event is between the date of this Agreement and the effective time.
(c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and, upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 2.6), be paid in cash the dollar amount (rounded...
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. (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:
(i) subject to Sections 1.5(b) and 1.5(c), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, if any, shall be converted into the right to receive (A) that number of duly authorized, validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio, plus (B) any cash in lieu of fractional shares of Parent Common Stock as set forth in Section 1.5(c) (collectively, the "Merger Consideration"); For purposes of this Agreement:
Conversion of Shares in the Merger. Subject to the provisions of this Article II, at and as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or TechniScan, or any of the shareholders of any of the foregoing, the outstanding securities of TechniScan and Merger Sub shall be converted 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 Winston, or any of the stockholders of any of the foregoing, the outstanding securities of Winston and Merger Sub shall be converted as follows:
(a) Each share of Winston Common Stock issued and outstanding immediately prior to the Effective Time (other than Winston Dissenting Shares) shall cease to be outstanding and shall be converted into and exchanged for the right to receive 17.51238 validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Common Exchange Ratio”).
(b) Each share of Winston Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Winston Dissenting Shares) shall cease to be outstanding and shall be converted into and exchanged for the right to receive .01751238 validly issued, fully paid and nonassessable shares of Parent Series A Preferred Stock.
(c) Each share of Winston Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Winston Dissenting Shares) shall cease to be outstanding and shall be converted into and exchanged for the right to receive .01751238 validly issued, fully paid and nonassessable shares of Parent Series B Preferred Stock.
(d) Each share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation. Each stock certificate of Merger Sub representing any such shares shall after the Effective Time evidence ownership of shares of Surviving Corporation.
(e) Each share of Parent’s capital stock issued and outstanding at and as of the Effective Time will remain issued and outstanding.
Conversion of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any securities of the Company or Merger Sub, the Company Common Stock other than the Dissenting Shares and any shares to be cancelled pursuant to Section 2.8(c) shall be converted into the right to receive cash and the capital stock of Merger Sub will be converted into Company Common Stock in the following manner:
Conversion of Shares in the Merger. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of Buyer, Merger Sub, the Company, any Sellers or member of Merger Sub:
(a) each share of Company Capital Stock outstanding immediately prior to the Effective Time shall be canceled and shall cease to exist and no consideration shall be delivered in exchange therefor; and
(b) each limited liability company interest in Merger Sub outstanding immediately prior to the Effective Time shall remain unchanged and continue to remain outstanding as a limited liability company interest in the Surviving Entity. At the Effective Time, Buyer shall continue as the sole member of the Surviving Entity.
Conversion of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock or interests, as applicable, of Parent, Acquisition or the Company:
(a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished and automatically converted into (i) 19,056.22 shares of Parent Common Stock and (ii) a warrant to purchase shares of Parent Common Stock in the form of Exhibit D (the "Exchange Ratio") (collectively, the "Per Share Merger Consideration"); and
(b) each share of capital stock of the Company, if any, held in treasury by the Company immediately before the Effective Time shall be canceled and no consideration shall be paid in exchange therefor and shall cease to exist from and after the Effective Time.
Conversion of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:
(a) Except as otherwise provided in Section 1.06 (b), each share of Company common stock, no par value (the “Shares”) outstanding immediately prior to the Effective Time (other than the Shares held by Sub immediately prior to the Effective Time as a result of the contribution pursuant to Section 1.01(b)) shall be converted into the right to receive an amount per share equal to the Per Share Price (as defined below) (subject to adjustment as provided in Section 1.07 (b) and 1.09(c));
(b) Each Share held in the treasury of the Company, if any, and each Share held by Sub immediately prior to the Effective Time shall be cancelled and retired and cease to exist, and no payment shall be made with respect thereto; and
(c) The issued and outstanding common stock of Sub shall be converted into and become 100 fully paid and nonassessable shares of Common Stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
