Conversion of Shares; Treatment of Options. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company or the holders of any of the securities described below: (a) Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Capital Stock cancelled pursuant to Section 1.04(c) and Dissenting Shares) will be converted into the right to receive the applicable Stock Consideration, without interest, and will automatically be cancelled and retired and will cease to exist. (c) Each share of Capital Stock held in the treasury of the Company and each share of Capital Stock owned or held, directly or indirectly, by the Company or by Buyer, Merger Sub or their respective Subsidiaries, in each case, immediately prior to the Effective Time, will be cancelled and retired and will cease to exist without any conversion thereof and no payment of cash or any other consideration will be made with respect thereto. (d) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the applicable Closing Preferred Stock Merger Consideration, and will automatically be cancelled and retired and will cease to exist. (e) Each unexercised Option outstanding immediately prior to the Effective Time that becomes either a Vested Option at the Closing or is deemed to be a Vested Option following the Closing (in accordance with the terms of Section 1.07(g)) will, as of the Effective Time, be converted into the right to receive the applicable Option Consideration (subject to reduction for any applicable Contingent Option Allocations) and will automatically be cancelled and retired and will cease to exist. Each Option that does not otherwise become a Vested Option as contemplated by the immediately preceding sentence shall be cancelled and retired and cease to exist effective as of the Effective Time, with no consideration therefor. The amount of cash each Optionholder is entitled to receive with respect to his or her Vested Options shall be rounded down to the nearest cent and computed after aggregating cash amounts for all Options held by such Optionholder.
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Samples: Merger Agreement (Trimble Inc.)
Conversion of Shares; Treatment of Options. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company or the holders of any of the securities described below:
(a) Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one (1) validly issued, fully paid and non-assessable non‑assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
(b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Capital Common Stock cancelled pursuant to Section 1.04(c) and Dissenting Shares) will be converted into the right to receive the applicable Closing Capital Stock Per Share Merger Consideration, without interestplus any amount payable with respect to such share of Common Stock pursuant to Section 1.08, as applicable, and will automatically be cancelled and retired and will cease to exist.
(c) Each share of Capital Common Stock held in the treasury of the Company and each share of Capital Common Stock owned or held, directly or indirectly, by the Company or by Buyer, Merger Sub or their respective Subsidiaries, in each case, immediately prior to the Effective Time, will be cancelled and retired and will cease to exist without any conversion thereof and no payment of cash or any other consideration will be made with respect thereto.
(d) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the applicable Closing Preferred Stock Merger Consideration, and will automatically be cancelled and retired and will cease to exist.
(e) Each unexercised Option outstanding immediately prior to the Effective Time that is or becomes either a Vested an In-the-Money Option at the Closing or is deemed to be a Vested Option following the Closing (in accordance with the terms of Section 1.07(g)) will, as of the Effective Time, be converted into the right to receive upon delivery by the applicable holder of such In-the-Money Option to Buyer (provided such In-the-Money Option has not expired, lapsed or been terminated prior to such delivery to Buyer) of a cancellation agreement, substantially in the form attached as Exhibit H (an “Option Cancellation Agreement”), the Closing Option Per Share Merger Consideration payable pursuant to Section 1.06, plus any amount payable with respect to such Option pursuant to Section 1.08 (as applicable), in each case, subject to reduction for any applicable Contingent Option Allocations) Tax withholding pursuant to Section 1.10, and will automatically be cancelled and retired and will cease to exist. Each Option that does not otherwise become a Vested an In-the-Money Option as contemplated by the immediately preceding sentence shall be cancelled and retired and cease to exist effective as of the Effective Time, with no consideration payable or owed therefor. The amount of cash each Optionholder is entitled to receive with respect to his or her Vested In-the-Money Options shall be rounded down to the nearest cent and computed after aggregating cash amounts for all Options held by such Optionholder. Each Option that is not an In-the-Money Option shall be forfeited and cancelled and no payment shall be made in respect of such Option. For the avoidance of doubt, the Option Cancellation Agreement shall not include any restrictive covenants, including non-competition, non-solicitation or non-hire covenants and receipt by Buyer of Option Cancellation Agreements shall not be a condition to Closing.
Appears in 1 contract
Samples: Merger Agreement (PTC Inc.)
Conversion of Shares; Treatment of Options. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company or the holders of any of the securities described below:
(a) Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
(b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Capital Common Stock cancelled pursuant to Section 1.04(c) and Dissenting Shares) will be converted into the right to receive the applicable Closing Common Stock ConsiderationPer Share Merger Consideration plus any amount payable with respect to such share of Common Stock pursuant to Section 1.07(f), without interestas applicable, and will automatically be cancelled and retired and will cease to exist. The amount of cash each Stockholder is entitled to receive with respect to his, her or its shares of Common Stock shall be rounded down to the nearest cent and computed after aggregating cash amounts for all shares of Common Stock held by such Stockholder.
(c) Each share of Capital Common Stock held in the treasury of the Company and each share of Capital Common Stock owned or held, directly or indirectly, by the Company or by Buyer, Merger Sub or their respective Subsidiaries, in each case, immediately prior to the Effective Time, will be cancelled and retired and will cease to exist without any conversion thereof and no payment of cash or any other consideration will be made with respect thereto.
(d) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the applicable Closing Preferred Stock Merger Consideration, and will automatically be cancelled and retired and will cease to exist.
(e) Each unexercised Option outstanding immediately prior to the Effective Time that is or becomes either a Vested Option at the Closing or is deemed to be a Vested Option following the Closing (in accordance with the terms of Section 1.07(g)) will, as of the Effective Time, be converted into the right to receive the applicable Closing Option Per Share Merger Consideration payable pursuant to Section 1.06 plus any amount payable with respect to such Option pursuant to Section 1.07(f) (as applicable), in each case, subject to reduction for any applicable Contingent Option Allocations) Tax withholding pursuant to Section 1.09, and will automatically be cancelled and retired and will cease to exist. Each Option that is not and does not otherwise become a Vested Option as contemplated by the immediately preceding sentence shall be cancelled and retired and cease to exist effective as of the Effective Time, with no consideration therefor. The amount of cash each Optionholder is entitled to receive with respect to his or her Vested Options shall be rounded down to the nearest cent and computed after aggregating cash amounts for all Options held by such Optionholder. Prior to the Closing, the Company shall take all actions necessary to (i) terminate the Option Plan as of the Effective Time such that no Optionholder shall have any rights thereunder, including any rights to acquire any equity securities of the Company, other than as set forth herein, and (ii) ensure that neither the Company nor Buyer will, as of the Closing, be bound by any rights under the Option Plan or any other plan, program, or arrangement (or provision thereof) for the issuance or grant of any interest in respect of any equity interests of the Company. Prior to the Closing, the Company shall take all actions necessary and sufficient to give effect to the actions contemplated by this Section 1.04(d) in accordance with applicable Law, and as applicable, the Option Plan and each agreement evidencing a grant of Options, in each case, including obtaining necessary consents and obtaining approval of the Company's board of directors; provided, that such actions shall be expressly conditioned upon the consummation of the Merger and shall be of no force or effect if this Agreement is terminated prior to the Closing pursuant to Article VIII. As soon as practicable following the execution of this Agreement, the Company shall send to each holder of an Option a customary waiver agreement (which may be distributed by the Company's software application pertaining to Options) describing the treatment of and payment for such Option pursuant to this Section 1.04(d), and providing instructions for obtaining payment for such Option following the Effective Time, which payment shall be conditioned on such holder executing such waiver agreement (in a form mutually agreed to by Buyer and the Representative acting reasonably) providing for a customary waiver of Liabilities relating to such Option (other than the right to receive payment in respect thereof pursuant to the terms of this Agreement).
Appears in 1 contract
Conversion of Shares; Treatment of Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Buyerany party:
(i) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock cancelled pursuant to Section 1.02(a)(ii), Merger Sub, Dissenting Shares or any Rollover Equity as provided in Section 1.02(b)) shall be converted into the right to receive from the Purchaser the Stock Consideration.
(ii) Each share of Common Stock held immediately prior to the Effective Time by the Company as treasury stock or by any Subsidiary of the Company or by the holders of any of Purchaser or the securities described below:Merger Sub (other than Rollover Equity) shall be canceled and no payment shall be made with respect thereto.
(aiii) Each share of the common stock of the Merger Sub issued and outstanding immediately prior to the Effective Time will shall be converted into and become one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
(biv) Each share of Common unexercised Option to purchase Company Stock issued and outstanding immediately prior to the Effective Time (other than shares of Capital Stock cancelled pursuant to Section 1.04(c) and Dissenting Shares) will be converted into the right to receive the applicable Stock Consideration, without interest, and will automatically be cancelled and retired and will cease to exist.
(c) Each share of Capital Stock held in the treasury of the Company and each share of Capital Stock owned or held, directly or indirectly, by the Company or by Buyer, Merger Sub or their respective Subsidiaries, in each case, immediately prior to the Effective Time, will be cancelled and retired and will cease to exist without any conversion thereof and no payment of cash or any other consideration will be made with respect thereto.
(d) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the applicable Closing Preferred Stock Merger Consideration, Option Consideration and will automatically be cancelled and retired and will cease to exist.
(eb) Each unexercised Option outstanding immediately Any Rollover Equity contributed to the Purchaser prior to the Effective Time that becomes either Closing pursuant to a Vested Option at the Closing or is deemed to be a Vested Option following the Closing (in accordance with the terms of Section 1.07(g)) will, as of the Effective Time, Rollover Agreement will not be converted into the right to receive from the applicable Option Purchaser any Closing Merger Consideration payable pursuant to this Agreement (subject to reduction for i.e., the Rollover Holders shall not receive any applicable Contingent Option Allocations) and will automatically be cancelled and retired and will cease to exist. Each Option that does not otherwise become a Vested Option as contemplated by the immediately preceding sentence shall be cancelled and retired and cease to exist effective as of the Effective Time, with no consideration therefor. The amount of cash each Optionholder is entitled to receive Closing Stock Payment with respect to his or her Vested Options shall any Rollover Equity); provided Rollover Equity will be rounded down deemed to have been converted into the right to receive any Merger Consideration solely for purposes of determining any amounts owed to such holders pursuant to Sections 1.04, 1.05, 1.06 and 1.07, as applicable, (including the release of any amounts in Escrow Account for payment to the nearest cent Stockholders and computed after aggregating cash amounts for all Optionholders). No such adjustments will alter the Merger Consideration to be received by holders of Shares or Options held by such Optionholderthat are not Rollover Equity or any other terms or conditions of this Agreement.
Appears in 1 contract
Conversion of Shares; Treatment of Options. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company or the holders of any of the securities described below:
(a) Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one (1) validly issued, fully paid and non-assessable non‑assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
(b) Each share of Common Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares of Capital Preferred Stock cancelled pursuant to Section 1.04(c) and Dissenting Shares) will be converted into the right to receive the applicable Closing Preferred Stock Per Share Merger Consideration, without interestplus any amount payable with respect to such share of Preferred stock pursuant to Section 1.08, as applicable, and will automatically be cancelled and retired and will cease to exist.
(c) Each share of Capital Preferred Stock held in the treasury of the Company and each share of Capital Preferred Stock owned or held, directly or indirectly, by the Company or by Buyer, Merger Sub or their respective Subsidiaries, in each case, immediately prior to the Effective Time, will be cancelled and retired and will cease to exist without any conversion thereof and no payment of cash or any other consideration will be made with respect thereto.
(d) Each share of Preferred Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock cancelled pursuant to Section 1.04(c) and Dissenting Shares) will be converted into the right to receive the applicable Closing Preferred Common Stock Per Share Merger Consideration, plus any amount payable with respect to such share of Common Stock pursuant to Section 1.08, as applicable, and will automatically be cancelled and retired and will cease to exist.
(e) Each share of Common Stock held in the treasury of the Company and each share of Common Stock owned or held, directly or indirectly, by the Company or by Buyer, Merger Sub or their respective Subsidiaries, in each case, immediately prior to the Effective Time, will be cancelled and retired and will cease to exist without any conversion thereof and no payment of cash or any other consideration will be made with respect thereto.
(f) Each unexercised Option outstanding immediately prior to the Effective Time that is or becomes either a Vested an In-the-Money Option at the Closing or is deemed to be a Vested Option following the Closing (in accordance with the terms of Section 1.07(g)) will, as of the Effective Time, be converted into the right to receive the applicable Closing Option Per Share Merger Consideration payable pursuant to Section 1.06, plus any amount payable with respect to such Option pursuant to Section 1.08 (as applicable), in each case, subject to reduction for any applicable Contingent Option Allocations) Tax withholding pursuant to Section 1.10, and will automatically be cancelled and retired and will cease to exist. Each Option that does not otherwise become a Vested an In-the-Money Option as contemplated by the immediately preceding sentence shall be cancelled and retired and cease to exist effective as of the Effective Time, with no consideration payable or owed therefor. The amount of cash each Optionholder is entitled to receive with respect to his or her Vested In-the-Money Options shall be rounded down to the nearest cent and computed after aggregating cash amounts for all Options held by such Optionholder. Each Option (or portion thereof) that is not an In-the-Money Option shall be forfeited and cancelled and no payment shall be made in respect of such Option (or portion thereof). All amounts payable with respect to cancelled In-the-Money Options will be paid only upon receipt by the Company no later than the Closing Date of a duly executed consent and waiver agreement in substantially the form attached hereto as Exhibit H (an “Option Cancellation Agreement”) with respect to such In-the-Money Options.
Appears in 1 contract
Conversion of Shares; Treatment of Options. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company or the holders of any of the securities described below:
(a) Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
(b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Capital Common Stock cancelled pursuant to Section 1.04(c) and Dissenting Shares) will be converted into the right to receive the applicable Closing Common Stock ConsiderationPer Share Merger Consideration plus any amount payable with respect to such share of Common Stock pursuant to Section 1.08, without interestas applicable, and will automatically be cancelled and retired and will cease to exist.
(c) Each share of Capital Common Stock held in the treasury of the Company and each share of Capital Common Stock owned or held, directly or indirectly, by the Company or by Company, Buyer, Merger Sub or their respective Subsidiaries, in each case, immediately prior to the Effective Time, will be cancelled and retired and will cease to exist without any conversion thereof and no payment of cash or any other consideration will be made with respect thereto.
(d) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the applicable Closing Preferred Stock Merger Consideration, and will automatically be cancelled and retired and will cease to exist.
(e) Each unexercised Option outstanding immediately prior to the Effective Time that becomes either a Vested Option at the Closing or is deemed to be a Vested Option following the Closing (in accordance with the terms of Section 1.07(g)1.08 and the Option Plan) will, as of the Effective Time, be converted into the right to receive the applicable Closing Option Per Share Merger Consideration payable pursuant to Section 1.06 plus any amount payable with respect to such Option pursuant to Section 1.08 (as applicable), in each case, subject to reduction for any applicable Contingent Option Allocations) Tax withholding pursuant to Section 1.10, and will automatically be cancelled and retired and will cease to exist. Each Option that does not otherwise become a Vested Option as contemplated by the immediately preceding sentence shall be cancelled and retired and cease to exist effective as of the Effective Time, with no consideration therefor. The amount of cash each Optionholder is entitled to receive with respect to his or her Vested Options shall be rounded down to the nearest cent and computed after aggregating cash amounts for all Options held by such Optionholder. Prior to receiving any payment pursuant to this Section 1.04(d), each Optionholder shall execute an option cancellation agreement in the form attached hereto as Exhibit D (the “Option Cancellation Agreement”).
Appears in 1 contract
Samples: Merger Agreement (Stryker Corp)
