Conversion of Shares of Common Stock Sample Clauses

Conversion of Shares of Common Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or any holder of any shares of Company Common Stock or any shares of capital stock of Merger Subsidiary or Parent: (a) except as otherwise provided in Section 1.2(b) or Section 1.4, each share of Company Common Stock outstanding immediately prior to the Effective Time (including each Company RSA, whether vested or unvested as of immediately prior to the Effective Time, for which the holder thereof made a timely and valid election under Section 83(b) of the Code (an “83(b) Election”); for the avoidance of doubt, each Company RSA for which an 83(b) Election has not been timely and validly made shall be treated in the manner set forth in Section 1.5(a)) shall be cancelled and cease to exist and shall be converted into the right to receive (i) $5.50 in cash, without interest (such amount, as may be adjusted in accordance with Section 1.8 being the “Closing Cash Consideration”) and (ii) one contingent value right (a “CVR”), which shall represent the right to receive the Milestone Payments (such defined term whenever used in this Agreement shall have the applicable meaning ascribed to such term in the CVR Agreement) subject to the terms and conditions set forth in the CVR Agreement (the consideration contemplated by (i) and (ii), together, the “Merger Consideration”), and each holder of any such share of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with and at the times provided in Section 1.3 or Section 1.5, as applicable; (b) each share of Company Common Stock held by the Company as treasury stock or owned by Parent, Merger Subsidiary or any other Subsidiary of Parent or any Company Subsidiary immediately prior to the Effective Time shall be canceled and cease to exist, and no payment shall be made with respect thereto (the “Excluded Shares”); and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares of Common Stock. Subject to Section 1.3(d) hereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock referred to in the first sentence of Section 1.2(a) hereof and Dissenting Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into (i) that number of Parent Shares equal to .5427 (provided, however, that such number was calculated assuming that the Convertible Notes (as defined in Section 1.5(b) hereof) all are converted prior to the Effective Time), and (ii) if the Semi Sale (as defined in Section 1.5(a) below) has been consummated at or prior to the Effective Time, the Semi Sale Consideration (collectively, the "MERGER CONSIDERATION"); PROVIDED, HOWEVER, in the event that clause (ii) applies, to the extent that any portion of the Semi Sale Purchase Price is not paid to the Company or any of its Subsidiaries upon the consummation of the Semi Sale, then Parent shall only be obligated to pay to the stockholders of the Company the portion of the Semi Sale Consideration attributable to such portion of the Semi Sale Purchase Price ("DEFERRED SEMI SALE PURCHASE PRICE") if, as and when paid by the purchaser of the Semi Business (the "SEMI PURCHASER") to Parent, Company or any of its Subsidiaries (less any reserves established in connection with the principles set forth in Schedule 1.5(a) hereto).

Conversion of Shares of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 1.2(b) or Section 1.4, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to exist and shall be converted into the right to receive $60.10 in cash, without interest (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by Parent, Merger Subsidiary or any Subsidiary of the Company or Parent (other than Merger Subsidiary) immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock held by Parent, the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company, which shares of Common Stock, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto and other than Dissenting Shares (as defined below)), shall be converted into the right to receive in cash an amount equal to the Per Share Amount (the "Merger Price"), payable to the holder thereof, without interest thereon, upon surrender of the certificate formerly representing such share of Common Stock.

Conversion of Shares of Common Stock. Each issued and outstanding share of Common Stock (other than (i) shares of Common Stock held by RCPI or any of its Subsidiaries as treasury shares, (ii) any shares of Common Stock held by Parent or any of its Subsidiaries (including Sub) and (iii) any Dissenting Shares (as defined below)) shall be converted into the right to receive $8.00 per share net in cash (the "Merger Consideration"), payable to the holder thereof upon surrender of the certificate formerly representing such shares in accordance with Section 2.2, without interest thereon, less any required withholding taxes. Each such share of Common Stock shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate formerly representing any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2, without interest thereon, less any required withholding taxes.

Conversion of Shares of Common Stock. 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 thereof: (a) except as otherwise provided in Section 1.2(b) or Section 1.4, and subject to Section 1.3, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to exist and shall be converted into the right to receive $5.50 in cash, without interest (such amount, as may be adjusted in accordance with Section 1.9 of this Agreement, the “Merger Consideration”), and any holder of such shares of Company Common Stock shall cease to have any rights with respect thereto except to receive the Merger Consideration pursuant to this Section 1.2(a); (b) each share of Company Common Stock held by the Company as treasury stock or owned by Parent, Merger Subsidiary, any other Subsidiary of Parent or any Company Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.0001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares of Common Stock. (a) All of the outstanding capital stock of Merging Entity comprises the Common Stock, which is owned, collectively, by Shareholders. Each of Shareholders owns, free and clear of any liens, encumbrances, restrictions or adverse claims whatsoever except as set forth in Schedule 2.4, the number of shares of Merging Entity set forth below opposite his name and each Shareholder shall receive therefor for each share of Common Stock the number of shares of no par value common stock of Parent as described herein: Shareholder Number of Shares Percentage Gxxxxx Xxxxxxxxx 728 69.33 Bxxxx Xxxxxxxxx 136 12.95 Gxxxxxx Xxxxxxxxx 136 12.95 Rxxxxxx Xxxxxxxxx 50 4.76 In exchange for all of the shares of Common Stock, Shareholders shall collectively receive $600,000 in cash and $3,700,000 worth of shares of common stock of Parent ("HRH Stock"), subject to upward and downward adjustment and valued as provided in Section 14 and to all the terms and conditions contained herein. This Agreement shall not be consummated under any circumstances unless 100% of the shares of Common Stock are exchanged for shares of HRH Stock. (b) The manner and basis of conversion of shares on the Effective Date shall be as follows: (i) Each share of common stock of Survivor which is issued and outstanding on the Effective Date, with all rights with respect thereto, shall become one (1) share of common stock, $1 par value, of Surviving Corporation. (ii) Each share of Common Stock which is issued and outstanding on the Effective Date, with all rights with respect thereto, shall be converted into $571.43 plus a value of shares (which number of shares is subject to adjustment and is to be delivered as provided in Section 14) of common stock, no par value, of Parent. No fractional shares of HRH Stock will be issued as the number of shares to be issued to any Shareholder in accordance with the preceding sentence shall be rounded up or down to the nearest whole number (a fractional share of 0.5 or more will be rounded up; less than 0.5 will be rounded down). Each Shareholder, upon delivery to Parent or its duly authorized agent for cancellation of certificates representing Common Stock and subject to any other limitations herein, shall thereafter be entitled to receive (i) certificates representing the number of shares of HRH Stock to which such Shareholder is entitled and (ii) a cash payment by wire transfer equal to the amount of cash to which such Shareholder is entitled. (c) Appropriate adjustment sha...

Conversion of Shares of Common Stock. Subject to Section 1.3(d) hereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock referred to in the first sentence of Section 1.2(a) hereof and Dissenting Shares (as defined in Section 1.2(c)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount of cash, without interest, equal to $48.00 (the "Merger Consideration").

Conversion of Shares of Common Stock. (a) At the Effective Time, each share of First Xxxxxxx Common Stock then outstanding, except treasury shares, shall be converted into the right to receive 1.667 shares of BT Financial Common Stock (the "Exchange Ratio"), unless the average closing price per share of BT Financial Common Stock on the NASDAQ National Market as reported in the Wall Street Journal for the thirty (30) consecutive trading days ending on the fifth trading day immediately preceding the mutually agreed upon mailing date of the Joint Proxy/Prospectus (the "Mailing Date")(the "Valuation Period") is less than $24 or more than $32. (i) If the average per share price of BT Financial Common Stock is less than $24 for the Valuation Period, BT Financial shall have the option to adjust the Exchange Ratio by increasing the number of shares of BT Financial Common Stock included in the Exchange Ratio, so as to maintain a total consideration of $24 per share of Common Stock based on the average price per share for BT Financial Common Stock for the Valuation Period. If BT Financial does not elect to so adjust the Exchange Ratio, First Xxxxxxx may elect to terminate this Agreement, and neither party shall have any further liability hereunder; or (ii) If the average price per share of BT Financial Common Stock for the Valuation Period is more than $32, BT Financial shall have the option to adjust the Exchange Ratio by reducing the number of shares of BT Financial Common Stock included in the Exchange Ratio, so that the total consideration does not exceed $32 per share of Common Stock based on the average price per share of BT Financial Common Stock for the Valuation Period. PT:#23621 v8($8507!.WPD) 6 (b) At the Effective Time, by virtue of the Merger, and without any action on the part of the shareholders of First Xxxxxxx, each of the then issued and outstanding shares of First Xxxxxxx Common Stock shall cease to exist and shall be deemed canceled, retired and eliminated, and all rights in respect thereof shall cease except the right to receive BT Financial Common Stock, regardless of whether the certificates representing such shares are surrendered to BT Financial by the shareholders of First Xxxxxxx. (c) The Exchange Ratio shall be adjusted at the Effective Time to reflect any consolidation, split-up, other subdivision or combination of BT Financial Common Stock, any dividend payable in BT Financial Common Stock, or any capital reorganization involving the reclassification of BT Financial Common ...

Conversion of Shares of Common Stock. Subject to Section 1.3(d) hereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time