Conversion of Shares; Merger Consideration Sample Clauses
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) 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. 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:
(i) each share of Target Common Stock issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of the holder thereof be cancelled and cease to exist.
(ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall continue to remain issued and outstanding.
Conversion of Shares; Merger Consideration. Each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by the Company as treasury stock or by any wholly-owned Subsidiary (as defined in Section 3.3 hereof) of the Company or owned by Buyer, Merger Subsidiary or any other Subsidiary of Buyer ("Excluded Shares") and (ii) Dissenting Shares (as defined in Section 1.10)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Merger Consideration (as defined below), upon surrender of the certificate formerly representing such Shares in the manner provided in Section 1.3 hereof. All Shares to be converted into the Merger Consideration pursuant to this Section 1.2 shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and retired, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration therefor, without interest thereon, upon the surrender of such certificate in accordance with Section 1.4 hereof. As used herein, "Outstanding Shares" shall mean the Shares other than Excluded Shares. "Merger Consideration" shall mean: (i) in the case of the Shares held by Non-Continuing Stockholders:
Conversion of Shares; Merger Consideration. At the Merger Date, by virtue of the Merger and without any action on the part of any Party or the holder thereof:
(a) The 100 shares of common stock, $1.00 par value per share, of CORNERSTONE ("CORNERSTONE Shares") issued and outstanding immediately prior to the Merger Date, which are 100% owned by SHAREHOLDER, shall be converted into and represent the right to receive all of the following (collectively, the "Merger Consideration"):
(i) cash (via certified check or wire transfer of immediately available funds) of $1,700,000 (the "Cash Consideration");
(ii) a promissory note issued by NEWCO in the original principal amount of $2,000,000, convertible into HSOA Common Stock (defined below) at $1.65 per share, unsecured, bearing interest at 7.0% per annum, with interest paid quarterly and principal paid in a single installment on March 31, 2010, in the form attached hereto as Exhibit A-1 (the "First Note");
(iii) a promissory note issued by NEWCO in the original principal amount of $2,300,000, unsecured, bearing interest at 7.0% per annum, with interest and principal due in a single installment on the 30th day following the Closing, in the form attached hereto as Exhibit A-2 (the "Second Note"); each of the First Note and the Second Note shall be guaranteed by HSOA pursuant to a guaranty in the form attached hereto as Exhibit B (the "Guaranty"); and
(iv) 2,470,588 shares (the "HSOA Shares") of common stock, $.001 par value per share, of HSOA ("HSOA Common Stock"), which is equal to $4,200,000 divided by $1.70 (the "HSOA Share Price"). SHAREHOLDER shall receive piggy-back registration rights for the HSOA Shares (any shares of HSOA Common Stock received by SHAREHOLDER under Section 1.4), whereby the HSOA Shares would be registered in the next registration statement filed by HSOA, or, if the HSOA Shares are not registered prior to December 31, 2005, SHAREHOLDER have a one-time right to demand registration of the HSOA Shares, pursuant to a Registration Rights Agreement (so called herein) in the form attached hereto as Exhibit C.
(b) SHAREHOLDER shall be entitled to receive all of the consideration set forth in Section 1.2(a) at Closing.
II. Section 1.3
Conversion of Shares; Merger Consideration. At the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof:
(a) The Shares, in the aggregate and on a fully diluted basis (assuming the exercise of the "Convertible Securities" (defined hereinafter)) immediately prior to the Effective Date, shall at the Effective Date, by virtue of the Merger and without any action on the part of the holders thereof, be converted into (i) 650,000 shares of common stock, $.01 par value, of DocuCorp ("DocuCorp Shares") and (ii) such portion of the "Contingent Purchase Price" as set forth below. The foregoing DocuCorp Shares and Contingent Purchase Price shall be referred to hereinafter collectively as the "Merger Consideration."
(b) The Stockholders owning Convertible Securities will exercise the same prior to the Effective Date. As set forth in paragraph (a) above, the Shares to be issued upon the exercise of the Convertible Securities shall be included in the Shares that are to be converted into DocuCorp Shares as set forth herein. The term "Convertible Securities" shall mean all outstanding options, warrants or other securities of the Company convertible into Common Stock immediately prior to the Effective Date.
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).
(b) At the Effective Time, by virtue of the Merger and without any action on the part of Parent or Merger Sub, each share of common stock, par value $0.01 per share, of Merger Sub shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.
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.