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. 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:
(i) Each share of common stock, par value $0.001 per share, of SSI (the "SSI Common Stock") issued and outstanding immediately prior to the Effective Time shall, without any action on the part of the holders thereof, automatically be canceled and extinguished;
(ii) Each share of Series A Preferred Stock, par value $0.001 per share, of SSI (the "Series A Preferred Stock") issued and outstanding immediately prior to the Effective Time shall, without any action on the part of the holders thereof, automatically be canceled and extinguished;
(iii) Each share of Series B Preferred Stock, par value $0.001 per share, of SSI (the "Series B Preferred Stock") issued and outstanding immediately prior to the Effective Time shall, without any action on the part of the holders thereof, automatically be canceled and extinguished;
(iv) Each share of Series C Preferred Stock, par value $0.001 per share, of SSI (the "Series C Preferred Stock") issued and outstanding immediately prior to the Effective Time shall, without any action on the part of the holders thereof, automatically be canceled and extinguished and be converted into and become a right to receive a pro-rata portion of $827,136 (subject to reduction pursuant to Sections 1.6(b), 1.6(c),1.6(d) and 1.6(e) below) in cash without interest (the "Series C Preferred Stock Consideration");
(v) Each share of Series D Preferred Stock, par value $0.001 per share, of SSI (the "Series D Preferred Stock") issued and outstanding immediately prior to the Effective Time shall, without any action on the part of the holders thereof, automatically be canceled and extinguished and be converted into and become a right to receive a pro-rata portion of $2,403,864 in cash (subject to reduction pursuant to Sections 1.6(b), 1.6(c), 1.6(d) and 1.6(e) below) without interest (the "Series D Preferred Stock Consideration" and, together with the Series C Preferred Stock Consideration, the "Merger Consideration"); and
(vi) Each share of Acquisition Sub common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and non-assessable share of Common Stock, par value $0.01 per share, o...
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. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder thereof:
(a) Each share of common stock, $.01 par value per share, of the Company (the "Company Common Shares") issued and outstanding immediately prior to the Effective Time (after giving effect to (x) the exercise of all options to purchase Company Common Shares issued by the Company pursuant to its stock option plans or otherwise ("Options") as provided in Section 1.10, and (y) the conversion or exercise of all outstanding securities convertible or exercisable into Company Common Shares, but excluding (A) Company Common Shares owned beneficially by Parent or the Acquisition Subsidiary, (B) Dissenting Shares (as defined in Section 1.6) and (C) Company Common Shares held in the Company's treasury) shall be converted into and represent the right to receive one and one-quarter cents ($0.0125) per share (the "Per Share Common Cash Consideration").
(b) Each share of preferred stock, $.01 par value per share, of the Company (the "Company Preferred Shares") issued and outstanding immediately prior to the Effective Time (other than Company Preferred Shares owned beneficially by Parent or the Acquisition Subsidiary, Dissenting Shares (as defined in Section 1.6) and Company Preferred Shares held in the Company's treasury) shall be converted into and represent the right to receive (subject to the provisions of Section 1.9) the following (the "Preferred Consideration"): such number of shares of common stock, $.01 par value per share, of Parent ("Parent Common Stock") as is equal to the fraction: (x) the numerator of which shall be a fraction equal to (A) 95% of the Preferred Purchase Price (as defined below) divided by (B) the Average Closing Price (as defined below); and (y) the denominator of which shall be the Total Outstanding Company Preferred Shares (as defined below).
(c) For purposes of this Agreement, the following terms shall have the following meanings:
Conversion of Shares; Merger Consideration. At the Effective Date, by virtue of the Merger and without any action on the part of any Party or the holder thereof:
(a) The 1,000 shares of common stock, $.01 par value per share, of Point To Point ("POINT TO POINT SHARES") issued and outstanding immediately prior to the Effective Date, which are 100% owned by Sullxxxx, xxall be converted into and represent the right to receive (subject to the provisions of Section 1.3) all of the following (collectively, the "MERGER CONSIDERATION"):
(i) $677,622 in cash (the "CASH CONSIDERATION");
(ii) 2,000,000 shares of common stock, $.01 par value per share, of USIS ("USIS COMMON STOCK");
(iii) An earn-out calculated as five times the amount by which Point To Point's EBITDA (as defined below) for calendar year 2001 exceeds $771,667 (the "EARN-OUT AMOUNT"), payable on or before March 31, 2002, as follows:
(A) 20% of the Earn-Out Amount shall be paid in cash; and
(B) the remainder of the Earn-Out Amount shall be paid in shares of USIS Common Stock, based on a value per share equal to the closing trading price of the USIS Common Stock on the last trading day of 2001.
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 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. (a) Parent shall pay to the holders of convertible preferred stock, preferred stock, common stock, warrants, stock options, and any other securities or ownership rights in Company, an aggregate merger consideration of $68,000,000. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any of the following securities, $68,000,000 in aggregate merger consideration shall be paid by Parent as follows:
(i) each holder of shares of common stock of the Company issued and outstanding immediately prior to the Effective Time (other than with respect to any shares of Company Common Stock with respect to which such holders thereof have perfected appraisal rights pursuant to Section 1.07, and any shares redeemed by the Company pursuant to Section 5.19) shall receive the consideration set forth across from such holder's name on Schedule 1.05, as such schedule shall be updated by the parties hereto immediately prior to the Effective Time to reflect any exercise of outstanding stock options or redemption of shares between the date of the Original Merger Agreement and the Effective Time, in shares of common stock of Parent ("Parent Common Stock") based upon the Parent Share Value (as hereinafter defined) as of the day before the Closing Date;
(ii) each holder of shares of preferred stock of the Company issued and outstanding immediately prior to the Effective Time (other than with respect to any shares of preferred stock of the Company which such holders thereof have perfected appraisal rights pursuant to Section 1.07) and warrants to acquire shares of preferred stock of the Company and each holder of warrants outstanding immediately prior to the Effective Time (collectively, the "Warrants") shall receive consideration in the amounts set forth across from such holder's name on Schedule 1.05, as such schedule shall be updated by the parties hereto immediately prior to the Effective Time to reflect any exercise of outstanding stock options or redemption of shares between the date of the Original Merger Agreement and the Effective Time, in cash and/or shares of Parent Common Stock based upon the Parent Share Value (as hereinafter defined) as of the day before the Closing Date.
(iii) each option to acquire shares of common stock of the Company outstanding immediately prior to the Effective Time shall be cancelled in exchange for a cash payment described in Section 1.08 and Schedule 1.08, as ...
