Conversion of Shares; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder thereof:
Conversion of Shares; Merger Consideration. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Praxair, Purchaser or any other Subsidiary (as defined in Section 6.1(a) hereof) of Praxair (collectively, the "Praxair Companies")) or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 262 of the DGCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash (the "Merger Consideration") equal to $33.00 or such greater amount which may be paid pursuant to the Amended Offer. All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Section 262 of the DGCL.
Conversion of Shares; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof: (a) each Share, together with the associated right, if any, to purchase Series A Shares or other securities of the Company pursuant to the Stockholder Protection Rights Agreement dated January 20, 1995 between the Company and Bank of Boston, as Rights Agent (the "Rights Agreement"), issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to clause (b) below and any Dissenting Shares (as defined in Section 2.6)) shall be converted into the right to receive in cash an amount per Share equal to the Merger Consideration (as defined below), subject to any required withholding of taxes and without interest; (b) each Share (together with all associated Series A Shares) owned by Parent, the Purchaser or any other direct or indirect subsidiary of Parent, or held in the treasury of the Company, immediately prior to the Effective Time, shall be canceled and extinguished, and no payment will be made with respect to those Shares; and (c) all shares of common stock of the Purchaser, par value $.01 per share, then issued and outstanding shall be converted into an equal number of shares of common stock of the Surviving Corporation. "Merger Consideration" means (I) $138,948,952, or such greater price divided by (II) the total number of Shares outstanding on a fully diluted basis as of immediately prior to the Effective Time, assuming the exercise of all outstanding Options (as defined below) and including all Shares acquired by Parent or the Purchaser in the Offer.
Conversion of Shares; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof: (a) each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to clause (b) below and any Dissenting Shares (as defined in Section 2.6)) shall be converted into the right to receive in cash an amount per Share equal to the Merger Consideration (as defined below), subject to any required withholding of taxes and without interest; (b) each Share owned by Parent, the Purchaser or any other direct or indirect subsidiary of Parent, or held in the treasury of the Company, immediately prior to the Effective Time, shall be canceled and extinguished, and no payment will be made with respect to those Shares; and (c) all shares of common stock of the Purchaser, par value $.01 per share, then issued and outstanding shall be converted into an equal
Conversion of Shares; Merger Consideration. Subject to the provisions of Section 1.4 and Section 3.1 hereof:
Conversion of Shares; Merger Consideration. At the Effective Time, ------------------------------------------ by virtue of the Merger and without any action on the part of any holder thereof: (a) subject - to Sections 1.8 and 1.9, each share of the Company Common Stock, par value $.01 per share (the "Company Common Stock" and the shares of Company Common Stock -------------------- hereinafter referred to as the "Shares"), issued and outstanding immediately ------ prior to the Effective Time (other than Shares to be canceled pursuant to clause (b) below and other than Dissenting Shares) shall be converted into the right to receive (i) $25.00 in cash, payable to the holder thereof (the "Cash Merger ----------- Consideration") or (ii) 4.49 shares of Common Stock of Parent, par value $.01 ------------- per share (the "Stock Merger Consideration" and together with the Cash Merger -------------------------- Consideration, the "Merger Consideration"), in each case subject to any required -------------------- withholding of Taxes and without interest; (b) each Share owned by Parent, MergerCo or any other direct or indirect subsidiary of Parent, or held in the treasury of the Company, immediately prior to the Effective Time, shall be canceled and extinguished, and no payment will be made with respect to those Shares; and (c) all shares of common stock of MergerCo, par value $.01 per share, then issued and outstanding shall be converted into an equal number of shares of common stock of the Surviving Corporation. Except as set forth in Section 1.5, in the Merger, each Eligible Stockholder who has executed and delivered to Purchaser and the Company a Stock Election Agreement, a form of which is attached hereto as Exhibit A (each a "Stock Election Agreement"), on or ------------------------ prior to 5:00 p.m. California time on February 29, 2000 shall be entitled, subject to Sections 1.8 and 1.9, to receive in respect of Shares owned by such Stockholder the mix of Cash Merger Consideration and Stock Merger Consideration elected by such Eligible Stockholder in its Stock Election Agreement, and each Stockholder who has not so executed and delivered a Stock Election Agreement or who is not an Eligible Stockholder shall be entitled to receive Cash Merger Consideration in respect of all Shares owed by it. The Company shall deliver promptly after the date hereof a form of Stock Election Agreement to each holder of Company Common Stock.
Conversion of Shares; Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Stock, each share of Company Stock that is issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares held by Dissenting Stockholders, which Dissenting Shares shall not constitute “Company Stock” hereunder and Restricted Stock) shall be converted into the right to receive the Closing Per Share Merger Consideration, in cash, without interest, and the holder of such Company Stock shall be entitled to receive a portion of: (i) the Adjustment Escrow Amount pursuant to Section 2.15(d); (ii) the Fund Amount pursuant to Section 2.15(b) and (iii) the Indemnity Escrow Amount pursuant to Section 10.3(d), in each case, at the respective times and subject to the contingencies specified therein. For purposes of calculating the aggregate amount of the Closing Merger Consideration payable to each Company Securityholder pursuant to this Section 2.5(a), Section 2.6(a)(i) and Section 2.6(f), and the aggregate portion of each of the Adjustment Escrow Amount, Fund Amount, and Indemnity Escrow Amount that such Company Securityholder has the right to receive, all amounts payable in cash to such Company Securityholder will be aggregated and rounded up to the nearest whole cent (with $0.005 being rounded upward).
Conversion of Shares; Merger Consideration. Subject to Sections 1.6(b), 1.6(c), 1.6(d), 1.6(e) and 1.7, at the Effective Time, the following events shall occur by virtue of the Merger and without any action on the part of Acquisition Sub, SSI or the holder of any of the following securities:
Conversion of Shares; Merger Consideration. At the Effective Time, by virtue of MERGER1 and MERGER2 and without any further action on the part of any Party:
Conversion of Shares; Merger Consideration. At the Effective Time, ------------------------------------------ by virtue of the Merger and without any action on the part of any holder thereof: (a) each - Share issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to clause (b) below and any Dissenting Shares (as defined in Section 2.5)) shall be converted into the right to receive in cash an amount per Share equal to the Merger Consideration (as defined below), subject to any required withholding of taxes and without interest; (b) each Share owned - by Parent, the Purchaser or any other direct or indirect subsidiary of Parent, or held in the treasury of the Company, immediately prior to the Effective Time, shall be canceled and extinguished, and no payment will be made with respect to those Shares; and (c) all shares of common stock of the Purchaser, par value - $.01 per share, then issued and outstanding shall be converted into an equal number of shares of common stock of the Surviving Corporation. "Merger ------ Consideration" means $5.37 per Share or, if a greater price shall have been paid ------------- in the Offer, such greater price.
