Conversion of Shares. (a) At the First Company Merger Effective Time by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One: (i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03. (ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock. (iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto. (iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock. (b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two: (i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest. (ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity. (c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three: (i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest. (ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto. (iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Charter Communications, Inc. /Mo/), Merger Agreement (Time Warner Cable Inc.)
Conversion of Shares. (a) At the First Company Merger Effective Time Date, by virtue of the First Company Merger merger of Interim with and into PFC and without any action on the part of PFC or the Company, Merger Subsidiary One or any holder holders of any capital stock shares of the Company or Merger Subsidiary OnePFC Common Stock:
(i) Except Each outstanding share of PFC Common Stock issued and outstanding at the Merger Effective Date, except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(ivclause (ii) and except for Dissenting Shares(iii) of this Section, each share shall cease to be outstanding, shall cease to exist and shall be converted into the right to receive $22.00 in cash ( the "Merger Consideration").
(ii) Any shares of Company PFC Common Stock outstanding immediately prior to which are owned or held by either party hereto or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the First Company Merger Effective Time (whichDate shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into the avoidance Merger Consideration, and no cash or shares of doubt, shall exclude the Exchange Shares) capital stock of Sound Federal Bancorp shall be converted, at the election of the holder thereof issued or exchanged therefor.
(such election to receive consideration referred to in either clause (Aiii) or (B), the “Election”), The Surviving Corporation shall pay for any Dissenters' Shares in accordance with Section 262 of the procedures set forth in DGCL, and the holders thereof shall not be entitled to receive any Merger Consideration; provided, that if appraisal rights under Section 2.03262 of the DGCL with respect to any Dissenters' Shares shall have been effectively withdrawn or lost, such shares will thereupon cease to be treated as Dissenters' Shares and shall be converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to this Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto2.02.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Sound Federal Bancorp Common Stock issued and outstanding immediately prior to before the Parent Merger Effective Time (other than any Date shall remain an outstanding share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)of Sound Federal Bancorp.
(v) shall automatically be converted into the right to receive a number The holders of certificates representing shares of New Charter PFC Common Stock equal (any such certificate being hereinafter referred to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and a "Certificate") shall cease to existhave any rights as stockholders of PFC, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions except such rights, if any, as they may have pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestapplicable law.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Peekskill Financial Corp), Merger Agreement (Sound Federal Bancorp)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany Company Stockholder:
(i) Except any Shares then held by the Company (or held in the Company’s treasury) shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(ii) any Shares then held by Parent, Purchaser or any other wholly owned Subsidiary of Parent shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(iii) any Shares irrevocably accepted for purchase in the Offer shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor; and
(iv) except as otherwise provided in clauses “(i)”, “(ii)” and “(iii)” above and subject to Section 2.02(a)(iii)2.7, Section 2.02(a)(iv) 2.8 and except for Dissenting SharesSection 2.13, each share of Company Stock Share outstanding immediately prior to the First Company Merger Effective Time (whichother than any Dissenting Shares, for as defined below, but including Shares paid to a holder of a vested Company Equity Award immediately prior to the avoidance First Effective Time pursuant to Section 2.11(a), Section 2.11(c), Section 2.11(e) or to the holder of doubta Company Warrant pursuant to Section 2.11(k)) shall, shall exclude subject to any applicable Taxes required to be deducted or withheld, be converted into the Exchange Shares) shall be convertedright to receive, without interest, at the election of the holder thereof holder: (such election to receive consideration referred to in either clause i) the Cash Consideration, (Aii) the Stock Consideration, or (B)iii) the Mixed Consideration (in each case, the “ElectionMerger Consideration”), in accordance with the procedures each case subject to proration as set forth in Section 2.032.7(c) and the other provisions of this Section 2, into and each holder of a Certificate or a Book-Entry Share shall cease to have any rights with respect thereto, except the right to receive the following consideration, without interest Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.9; and
(the consideration referred to in either clause (Av) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares each share of the Company Surviving Corporation Stock equal common stock, $0.01 par value per share, of Purchaser outstanding immediately prior to the Option A First Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu Time shall be converted into one share of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As common stock of the First Company Merger Surviving Corporation.
(b) At the Second Effective Time, by virtue of the Second Merger and without any further action on the part of any of the Parties or holders of any securities of the First Surviving Corporation or of Merger Sub 2, (i) each membership interest of Merger Sub 2 issued and outstanding immediately prior to the Second Effective Time shall remain outstanding as a membership interest of the Surviving Company and (ii) all such shares of Company Stock common stock of the First Surviving Corporation shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and exist without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestconsideration being payable therefor.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Primo Water Corp), Merger Agreement (Cott Corp /Cn/)
Conversion of Shares. (a) At the First Company Merger Effective Time by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary OneTime:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock Share held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, or owned by any direct or indirect subsidiary of the Exchange Shares) Company immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto.;
(ii) each Share other than Canceled Shares (as defined below) outstanding immediately prior to the Effective Time shall, except as otherwise provided in paragraph (a)(i) or paragraph (b) of this Section 2.5, be converted into the right to receive in cash without interest $1.50 (the "Merger Consideration");
(iii) each Share held by the Purchaser Group (other than 150,000 Shares held by Xx. Xxxxxxx) outstanding following the Contribution and immediately prior to the Effective Time (a "Canceled Share" and, collectively, the "Canceled Shares") shall, by virtue of the Merger, and without any action on the part of the holder thereof, be canceled and retired and cease to exist, without any conversion thereof; provided, however, that in connection with, and only in connection with, the consummation of the Merger, each member of the Purchaser Group (except Xx. Xxxxxxx with respect to 150,000 Shares) waives such member's right to receive the Merger Consideration and consents to being treated less favorably than the other stockholders of the Company; and
(iv) Each each share of Company Stock held by any direct or indirect wholly owned Subsidiary common stock of DFC Acquisition outstanding immediately prior to the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) Effective Time shall be converted into and become one share of Company common stock of the Surviving Corporation Stockand shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
(b) At Anything in this Agreement to the Second Company contrary notwithstanding, any issued and outstanding Shares held by a person (a "Dissenting Stockholder") who objects to , does not vote in favor of, or has not consented in writing to, the Merger Effective Time and complies with all the provisions of Delaware Law concerning the right of holders of Shares to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 2.5(a)(ii) but shall become, by virtue of the Second Company Merger and without Merger, the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware Law unless such Dissenting Stockholder withdraws his demand for or fails to perfect or loses his right to appraisal. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any action on the part case pursuant to Delaware Law, such Dissenting Shares shall be deemed to have been converted as of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)without any interest thereon or addition thereto. The Company shall give XxXxxxxx (i) shall automatically be converted into prompt notice of any demands for appraisal of Shares received by the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior the opportunity to the Second participate in and direct all negotiations and proceedings with respect to any such demands. The Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03not, without interest.
(ii) Each share the prior written consent of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no XxXxxxxx, make any payment shall be made with respect theretoto, or settle, offer to settle or otherwise negotiate, any such demands.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Degeorge Financial Corp), Merger Agreement (Degeorge Peter R)
Conversion of Shares. The manner of converting shares of the capital stock of the Company and the Acquisition Subsidiary issued and outstanding immediately prior to the Effective Time of the Merger into shares of Common Stock, no par value, of the Surviving Corporation, or into the right to receive shares of Class A Common Stock, $.01 par value, of the Purchaser ("Class A Common Stock"), shares of Series F Preferred Stock, $.01 par value ("Series F Preferred Stock"), of the Purchaser, cash or Deferred Merger Consideration (as hereafter defined), as the case may be, shall be as follows:
(a) At the First Company Merger Effective Time of the Merger, each share of Common Stock, no par value, of the Acquisition Subsidiary then issued and outstanding shall, by virtue of the First Company Merger and without any action on the part of the Company, Merger Acquisition Subsidiary One or any the holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii)such shares, Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Common Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitationno par value, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation StockCorporation.
(b) At the Second Company Merger Effective Time of the Merger, each share of capital stock of the Company issued and held in its treasury, shall, by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporationholder thereof, Merger Subsidiary Two or any holder cease to be outstanding and shall be cancelled and retired without the payment of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:consideration in respect thereof.
(ic) Each share of Company Surviving Corporation Common Stock issued and outstanding immediately prior to the Second Company Merger Effective Time of the Merger shall, by virtue of the Merger, without any action on the part of the holders thereof, automatically be converted into and become, at the Effective Time of the Merger, the right to receive from the Purchaser, consideration (whichcollectively, the "Merger Consideration"), determined as follows: FIRST, the aggregate Merger Consideration for all shares of issued and outstanding Company Common Stock shall be calculated as the sum of the following:
(A) An amount in cash equal to $14,900,000.00 LESS the outstanding balance as of the Effective Time of the Merger of the Closing Date Liabilities (as defined in Section 3.7), PLUS $54,189.00 PLUS those Interim Expenses for the avoidance Danville Property that are approved pursuant to Section 7.3(d) PLUS an amount accruing at the rate of doubt$109.10 per diem from September 20, 1996 through the Closing Date;
(B) 200,000 shares of Class A Common Stock;
(C) 15,000,000 shares of Series F Preferred Stock;
(D) $5,000,000.00 payable in installments after the Closing as provided in Section 3.6 below (the "Deferred Merger Consideration");
(E) An amount (not to exceed $250,000.00), payable in cash, equal to the amount of the aggregate cash balances at the Effective Time of the Merger of the Company and the Subsidiaries referred to in Section 5.4 (excluding any cash balances dedicated to fund preneed, merchandise and perpetual care trusts and accounts), which amount shall only include be set forth in a certificate of the Shareholders as to such balances; and
(F) The amount of those accounts receivable of the Subsidiaries outstanding at the Effective Time of the Merger which arise from the sale of merchandise and services for funeral service performed at the Homes prior to the Closing Date and from the at-need sale of Cemetery merchandise and plots at the Cemetery prior to the Closing Date (collectively "Closing Date Receivables") specifically excluding preneed cemetery accounts receivables. An amount equal to 50% of those Closing Date Receivables which are less than 90 days past the invoice date at the Effective Time of the Merger shall be paid in cash at the Closing, and the remainder shall be payable as provided in Section 3.8. SECOND, the Merger Consideration payable per share of outstanding Company Common Stock shall be determined by dividing the aggregate Merger Consideration calculated above by the number of shares of Company Common Stock which are issued and outstanding at the Effective Time of the Merger. Each component of Merger Consideration set forth in clauses (A) through (F) above shall be allocated equally among all of the shares of Company Surviving Corporation Common Stock which are issued and outstanding at the Effective Time of the Merger, unless the Purchaser receives, at least thirty (30) days prior to the date set for the Closing, a written notice (which shall be irrevocable and binding on each Shareholder) signed by all of the Shareholders, setting forth a different allocation of such components of the Merger Consideration specified in clauses (A), (B), (C) and (D) above. Such notice may provide for a reallocation of each such component of the Merger Consideration among the Shareholders without affecting the total allocation of Merger Consideration to such component, or may provide for a reallocation of Merger Consideration from one or more such components to one or more other such components, all as shall be issued specified in connection with such notice, which notice shall be attached to this Agreement and constitute a part hereof when accepted by the First Company Purchaser; provided, however, that (i) for purposes of any such reallocation, each share of Class A Common Stock shall be deemed to have a value of $15.00, each share of Series F Preferred Stock shall be deemed to have a value of $1.00, and the Deferred Merger Consideration shall be based upon the present value thereof on the Closing Date at a discount rate of seven percent (7%) per annum; (ii) in no event shall the aggregate Merger Consideration be affected; (iii) in no event shall the net amount under clause (A) above, after deducting the amount of Closing Date Liabilities, be reduced to below zero; and (iv) the amount under clause (C) above shall not include any in no event exceed 20,000,000 shares of Company Series F Preferred Stock. The terms and provisions applicable to the Series F Preferred Stock that were not converted into shall be as described in Section 3.5 below, the right terms and provisions applicable to receive the Company Deferred Merger Consideration pursuant to shall be as described in Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist3.6 below, and the terms applicable to the Closing Date Receivables shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to be as described in Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest3.8 below.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(cd) At the Parent Merger Effective Time of the Merger, all options, warrants, calls, or other securities convertible into or exchangeable with Company Common Stock, and all hereafter issued Company Common Stock that is not issued and outstanding on the date of this Agreement, shall, by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder thereof, cease to be outstanding and shall be cancelled and retired without the payment of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:con sideration in respect thereof.
(ie) Each share No fractional shares of Parent Class A Common Stock or Series F Preferred Stock (collectively, "Purchaser Stock") or scrip will be issued and outstanding immediately prior to the Parent Merger Effective Time (other than in respect of fractional interests; in lieu of any share fractional shares of Parent Class A Common Purchaser Stock to which may be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number issued in respect of shares of New Charter Company Common Stock as aforesaid, the holders thereof instead shall receive a cash payment in an amount equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu product of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestfraction multiplied by $15.00.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Carriage Services Inc), Merger Agreement (Carriage Services Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three Sub, the Company or the stockholders thereof or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Threeother Person:
(ia) Each share of Parent Class A Common Stock issued and except as otherwise provided in Section 2.05(b), Section 2.05(c), or Section 2.07, each Share outstanding immediately prior to the Parent Merger Effective Time shall (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)i) shall automatically be converted automatically into the right to receive a number (x) the Closing Amount in cash, net of shares of New Charter Common Stock equal to applicable withholding taxes and without interest plus (y) one CVR, or any such higher consideration as may be paid in the Parent Merger Exchange Ratio Offer (the “Parent Merger Consideration”), ) and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer (ii) cease to be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, exist and each holder of a Certificate representing any such Shares shall thereafter represent have only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid with respect thereto in accordance with Section 2.03, without interest.2.06;
(iib) Each share each Share owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time (other than Shares tendered and accepted for payment by Merger Sub in connection with the Offer) shall be canceled cancelled and cease to exist, and no payment shall be made with respect thereto and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto.;
(iiic) Each membership unit each Share owned by the Company or held in the Company’s treasury immediately prior to the Effective Time shall be cancelled and cease to exist, and no payment shall be made with respect thereto and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto; and
(d) each share of common stock of Merger Subsidiary Three Sub outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit be converted into and become one fully paid, nonassessable share of common stock, par value $0.001 per share, of the Parent Surviving Entity and Corporation (“Surviving Corporation Common Stock”), which shall constitute the only outstanding equity interests shares of capital stock of the Parent Surviving EntityCorporation as of immediately following the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Gurnet Holding Co), Merger Agreement (Corium International, Inc.)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the CompanyPurchaser, Merger Subsidiary One Sub, Company or any the holder of any capital stock of the Company or Merger Subsidiary Onefollowing securities:
(ia) Except as otherwise provided in Section 2.02(a)(iiiAll common shares, $1.25 par value, of Company (“Company Common Shares”), Section 2.02(a)(iv) issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time that are owned directly by (whichi) Company (other than (x) Company Common Shares held in trust accounts, for managed accounts, mutual funds and the avoidance like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned (within the meaning of doubtRule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by third parties (any such shares, “Trust Account Shares”), and (y) Company Common Shares held, directly or indirectly, by Company in respect of a debt previously contracted (any such shares “DPC Shares”)), or (ii) Purchaser or any of its affiliates, shall exclude be cancelled and shall cease to exist, and no Merger Consideration and/or cash in lieu of fractional shares shall be delivered in exchange therefor.
(b) All shares of Series C, Non-Cumulative Preferred Stock and Series D Non-Cumulative Preferred Stock of Company (collectively, “Company Preferred Shares”) issued and outstanding immediately prior to the Exchange Effective Time shall be redeemed by Company and no Merger Consideration and/or cash in lieu of fractional shares shall be delivered in exchange therefor.
(c) Subject to Sections 1.4(a), (d), (e), (f), and (g), each Company Common Share, but excluding Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser, shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03Article II, into the right to receive the following considerationfollowing, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:):
(i) Each share of For each Company Surviving Corporation Stock issued and outstanding immediately prior Common Share with respect to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right which an Election to receive the Company Merger Consideration cash has been effectively made and not revoked or lost pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.to
Appears in 2 contracts
Samples: Merger Agreement (Emclaire Financial Corp), Merger Agreement (Emclaire Financial Corp)
Conversion of Shares. (a) At Subject to the First Company Merger terms and conditions of this Agreement, at the Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Sub, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except any shares of Company Stock held immediately prior to the Effective Time by (A) the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) or (B) Parent or any wholly owned Subsidiary of Parent shall be cancelled and no consideration shall be paid or payable in respect thereof;
(ii) except as otherwise provided in clause (i) above and subject to Section 2.02(a)(iii1.5(b), Section 2.02(a)(iv1.5(c) and except for Dissenting SharesSection 1.7, each share all shares of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Aggregate Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.the Consideration Schedule; and
(iiiii) Each membership unit each share of the common stock, $0.01 par value per share, of Merger Subsidiary Two Sub outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit be converted into one share of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests common stock of the Surviving Corporation.
(b) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. With respect to each Company stockholder, the Aggregate Merger Subsidiary Two Surviving EntityConsideration to which such stockholder is entitled shall be rounded to the nearest whole share of Parent Common Stock.
(c) At Notwithstanding Section 1.5(a)(ii), the Parent Merger Effective Time by virtue of Shares comprising the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests Transaction Escrow (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to defined in Section 2.02(c)(ii9.3(b)) shall automatically be converted into withheld from the right Company Stockholders to receive a number of shares of New Charter Common Stock equal secure their indemnification obligations hereunder until released pursuant to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), terms of this Agreement and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestTransaction Escrow.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Precision Therapeutics Inc.), Merger Agreement
Conversion of Shares. At the Effective Time:
(a) At each Share held by the First Company Merger as treasury stock or owned by Parent, Purchaser or any subsidiary of either of them immediately prior to the Effective Time by virtue of the First Company Merger shall be cancelled, and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:no payment shall be made with respect thereto;
(ib) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock Share outstanding immediately prior to the First Company Merger Effective Time shall, except as otherwise provided in paragraph (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (Aa) or paragraph (B)d) of this Section 2.4, the “Election”), in accordance with the procedures set forth in Section 2.03, be converted into the right to receive the following considerationin cash, without interest in- terest, the amount paid per Share in the Offer (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company "Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”"), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.;
(iic) Each each share of common stock of Merger Subsidiary One outstanding Purchaser out- standing immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company common stock of the Surviving Corporation Stock.and shall constitute the only out- standing shares of capital stock of the Surviving Corpora- tion; and
(iiid) Each share of Company Stock anything in this Agreement to the contrary not- withstanding, any issued and outstanding Shares held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior a person (a "Dissenting Stockholder") who objects to the First Company Merger Effective Time and complies with all the provisions of Delaware Law concerning the right of holders of Shares to dissent from the Merger and require appraisal of their Shares (including, without limitation, the Exchange "Dissenting Shares") shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall not be converted into and become one share of Company Surviving Corporation Stock.
(bas described in Section 2.4(b) At the Second Company Merger Effective Time but shall become, by virtue of the Second Company Merger and without Merger, the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pur- suant to Delaware Law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of ap- praisal, in any action on the part case pursuant to Delaware Law, such Shares shall be deemed to have been converted as of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately the opportunity to participate in and direct all negotiations and proceedings with respect to any such de- mands. The Company shall not, without the prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part written consent of Parent, Merger Subsidiary Three or make any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect theretoto, or settle, offer to settle or otherwise negotiate, any such demands.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Monsanto Co), Merger Agreement (Calgene Inc /De/)
Conversion of Shares. (a) At Subject to Section 2.7, at the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding any Shares held immediately prior to the First Company Merger Effective Time by the Company Entities (whichor held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(ii) any Shares held immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent or Purchaser (including, for the avoidance of doubt, shall exclude any Shares acquired by Purchaser in the Exchange SharesOffer) shall be convertedcancelled and retired and shall cease to exist, at and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses (i) and (ii) above and subject to Section 2.5(b), each Share outstanding immediately prior to the election Effective Time ((x) including any Shares issuable as a result of the holder thereof conversion of the Company Warrants, but (such election to receive consideration referred to in either clause (Ay) or (B)excluding any Dissenting Shares, the “Election”), in accordance with the procedures which shall have only those rights set forth in Section 2.03, 2.7) shall be converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash Offer Price (the “Company Option A Cash Merger Consideration”), in each case without any interest thereon and a number subject to any withholding of shares Taxes in accordance with Section 2.6(e);
(iv) each share of the Company Surviving Corporation Stock equal common stock, $0.01 par value per share, of Purchaser then issued and outstanding immediately prior to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” Time shall be cancelled and together with the Company Option A Cash Consideration and the cash in lieu converted into one share of fractional shares common stock of the Company Surviving Corporation;
(v) each share of Series X Preferred Stock as specified belowand each share of Series X1 Preferred Stock, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”)each case, issued and a number of shares of the Company Surviving Corporation Stock equal outstanding immediately prior to the Option B Effective Exchange Ratio Time shall be converted into the right to receive $91,000, without any interest thereon and subject to any withholding of Taxes in accordance with Section 2.6(e);
(vi) from and after the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, subject to this Section 2.5(a), all shares of Company Preferred Stock shall automatically be cancelled and cease to exist, and each applicable holder of such Company Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the amounts set forth in this Section 2.5(a), without any interest thereon and subject to any withholding of Taxes, therefor upon the surrender of such shares of Company Preferred Stock in accordance with Section 2.6. From and after the Effective Time, subject to this Section 2.5(a), all Shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each applicable holder of such Shares (other than Dissenting Shares) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Merger Consideration Consideration, without any interest thereon and the right subject to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid withholding of Taxes in accordance with Section 2.03.
(ii) Each share 2.6(e), therefor upon the surrender of common stock such Shares in accordance with Section 2.6, or, in the case of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitationDissenting Shares, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (rights set forth in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation StockSection 2.7.
(b) At If, between the Second Company Merger Effective Time by virtue date of this Agreement and the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such the outstanding Shares are changed into a different number or class of shares by reason of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existany stock split, and shall thereafter represent only division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, combination, exchange of shares, reclassification, recapitalization or other similar transaction, then the right to receive the New Charter Merger Consideration and shall be appropriately adjusted; provided, that nothing in this Section 2.5(b) shall be construed to permit the right Company Entities or any other Person to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without take any action on that is prohibited by the part terms of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestthis Agreement.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Cti Biopharma Corp), Merger Agreement (Cti Biopharma Corp)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any further action on the part of Parent, Merger Subsidiary Three Purchaser, the Company or any holder stockholder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Threethe Company:
(i) Each share any Shares then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) will be canceled and will cease to exist, and no consideration will be delivered in exchange therefor;
(ii) any Shares then held by Parent, Purchaser or any other wholly owned Subsidiary of Parent Class A Common Stock will be canceled and will cease to exist, and no consideration will be delivered in exchange therefor;
(iii) except as provided in clauses (i) and (ii) above and subject to Section 2.6(b), each Share then issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)Dissenting Shares) shall automatically will be converted into the right to receive a number of shares of New Charter Common Stock cash amount equal to the Parent Merger Exchange Ratio Offer Price, without interest thereon (the “Parent Merger Consideration”), and the cash subject to any withholding of Taxes required by applicable Legal Requirements in lieu of fractional shares of New Charter Common Stock as specified below. As accordance with Section 2.7(f); and
(iv) each share of the Parent Merger common stock, $0.001 par value per share, of Purchaser then issued and outstanding will be converted into one (1) fully paid and nonassessable share of common stock of the Surviving Corporation.
(b) At the Effective Time, all such shares of Parent Class A Common Stock shall no longer Shares converted pursuant to Section 2.6(a)(iii) will cease to be outstanding and shall will automatically be canceled cancelled and retired and shall will cease to exist, and shall thereafter represent only each holder of any certificates evidencing such Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) immediately prior to the Effective Time will cease to have any rights with respect thereto, except the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interesttherefor.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Anadigics Inc), Merger Agreement (Anadigics Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time:
(i) each share of Common Stock, par value $0.0001 per share, of AvantGo Sub outstanding at the Effective Time, by virtue of the First Company Merger and without any action on the part of the Companyholders thereof, Merger Subsidiary One or any holder shall be converted into and exchanged for one share of any capital stock Common Stock, par value $0.0001 per share, of the Surviving Corporation; and
(ii) each share of Common Stock, no par value, of the Company or (the "Company Capital Stock") outstanding at the Effective Time, by --------------------- virtue of the Merger Subsidiary One:
(i) Except and without any action on the part of the holders thereof, except as otherwise provided in Section 2.02(a)(iii1.4(d), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the number of shares of AvantGo Stock equal to the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”"Exchange Ratio"): (A) $100.00 2,113,743; divided by (B) the aggregate number of --------------- ---------- shares of Company Capital Stock outstanding on a fully diluted basis at the Effective Time (assuming the exercise immediately prior to the Merger of all outstanding rights to acquire Company Capital Stock, whether or not then exercisable). Certain of the shares of AvantGo Stock delivered pursuant to this Section 1.4(a)(ii) shall be subject to AvantGo's repurchase option as set forth in cash the Employment Agreements.
(b) As a condition to the consummation of the Merger, the Stockholders shall be required to deposit 211,373 of the shares of AvantGo Stock to be received by them in the Merger into an escrow account (the “Company Option A Cash Consideration”"Escrow"), ------ which shares shall be held and released in accordance with the terms of an Escrow Agreement (the "Escrow Agreement") to be entered into by and among ---------------- AvantGo, the Stockholders and a mutually agreeable escrow agent (the "Escrow ------ Agent"), in substantially the form attached hereto as Exhibit B. ----- --------- Stockholder shall be required to deposit into Escrow the Stockholder's Proportionate Interest of the total number of shares of AvantGo Stock to be deposited into Escrow. Such shares shall consist of 50% Restricted Shares (as defined in the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio Employment Agreements) and 50% non-Restricted Shares.
(the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares c) As a result of the Company Stock as specified below, Merger and without any action on the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares part of the Company Surviving Corporation Stock equal to holders thereof, at the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Capital Stock shall no longer cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of shares of Company Capital Stock shall thereafter represent only cease to have any rights with respect to such shares of Company Capital Stock, except for the right to receive the Company Merger Consideration receive, without interest, shares of AvantGo Stock in accordance with this Section 1.4 and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid cash for fractional shares of AvantGo Stock in accordance with Section 2.03.1.6 of this Agreement upon the surrender of a certificate (each, a "Certificate") representing such shares of Company Capital Stock in accordance ----------- with the provisions of this Article I.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iiid) Each share of Company Capital Stock held by the Company as treasury stock or owned by Merger AvantGo or any Subsidiary One immediately prior to of AvantGo at the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(ive) Each share For purposes of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each casethis Agreement, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share the word "Subsidiary" ---------- when of Company Surviving Corporation Stock issued the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries; or (B) such Person or any other Subsidiary of such Person is a general partner, it being understood that representations and outstanding immediately prior warranties of a Person concerning any former Subsidiary of such Person shall be deemed to relate only to the Second Company Merger Effective Time (which, for the avoidance periods during which such former Subsidiary was a Subsidiary of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger such Person; and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as word "Person" means an individual, a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parentcorporation, Merger Subsidiary Three a limited ------ liability company, a partnership, an association, a trust or any holder of other entity or organization, including a government or political subdivision or any capital stock agency or equity interests instrumentality thereof, or any affiliate (as applicable) that term is defined in the Securities Exchange Act of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”)1934, as amended, and the cash in lieu rules and regulations promulgated thereunder (the "Exchange Act")) of fractional shares of New Charter Common Stock as specified below. As any of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.foregoing. ------------
Appears in 2 contracts
Samples: Merger Agreement (Avantgo Inc), Merger Agreement (Avantgo Inc)
Conversion of Shares. (a) At As of the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock the Purchaser or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Twotheir respective shareholders:
(ia) Each each share of Company Surviving Corporation Stock the Company's common stock, par value $0.001 per share, issued and outstanding immediately prior to the Second Company Merger Effective Time (whichthe "Shares"), for other than Shares owned by the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or Purchaser that are to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration canceled pursuant to Section 2.02(a)(i)(b) shall automatically below and Dissenting Shares (as defined in (c) below) will be converted into the right to receive one share receive, upon the surrender of New Charter Common Stock the certificate formerly representing such Share in accordance with this Agreement, $0.0516 in cash, without interest (the “New Charter "Merger Consideration”"). As ;
(b) each Share owned immediately prior to the Effective Time by the Purchaser will be canceled and extinguished; and
(c) notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Second Merger or consented thereto in writing and who has complied with all of the relevant provisions of Article 113 of the Colorado Business Corporation Act regarding appraisal for such Shares ("Dissenting Shares"), will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal. The Company Merger Effective Timewill give the Purchaser prompt written notice of any and all demands for appraisal rights, withdrawal of such demands and any other communications delivered to the Company pursuant to Article 113 of the Colorado Business Corporation Act, and the Company will give the Purchaser the opportunity, to the extent permitted by applicable Law (as defined in Section 3.11), to participate in all negotiations and proceedings with respect to such shares demands. Except with the prior written consent of the Purchaser, the Company will not voluntarily make any payment with respect to any demand for appraisal rights and will not settle or offer to settle any such demand. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares under the provisions of Article 113 of the Colorado Business Corporation Act, will receive payment thereof from the Surviving Corporation Stock shall and such Dissenting Shares will no longer be outstanding and shall will automatically be canceled and retired and shall will cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(cd) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of ParentTime, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock each issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”)Series C preferred stock, and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As par value $1,000 per share, of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be Company will become one issued and outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit Series C preferred stock, par value $1,000 per share, of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving EntityCorporation.
Appears in 2 contracts
Samples: Merger Agreement (Pak Mail Centers of America Inc), Merger Agreement (Pak Mail Centers of America Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting SharesTime, each share of Company Stock outstanding immediately prior to the Company's First Company Merger Effective Time Series Cumulative Convertible Preferred Stock, par value $1.00 per share (which, for individually a "Preferred Share" and collectively the avoidance of doubt, shall exclude the Exchange "Preferred Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B"), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for other than (i) Preferred Shares held in the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued Company's treasury or to be issued in connection with the First Company Merger and shall not include by any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding Company's subsidiaries and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit Preferred Shares held by Parent, Acquisition or any other subsidiary of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(cParent) At the Parent Merger Effective Time shall, by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three Acquisition, the Company, or any the holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically thereof, be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only become the right to receive the Parent product of (i) 234.314 multiplied by (ii) $3.10 in cash, without interest (the "Preferred Merger Consideration"). Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, the Preferred Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares then the Merger Consideration contemplated by the Merger shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.
(b) At the Effective Time, each share of the Company's common stock, par value $0.04 per share (individually a "Common Share" and collectively the "Common Shares"; together with the Preferred Shares, the "Shares"), issued and outstanding at the Effective Time, (other than (i) Common Shares held in the Company's treasury or by any of the Company's subsidiaries and (ii) Common Shares held by Parent, Acquisition or any other subsidiary of Parent) shall, by virtue of the Merger and without any action on the part of Parent, Acquisition, the Company or the holder thereof, be converted into and shall become the right to receive any dividends or other distributions pursuant to Section 2.03(h), $3.10 in each case to be issued or paid in accordance with Section 2.03cash, without interestinterest (the "Common Merger Consideration," which together with the Preferred Merger Consideration, the "Merger Consideration"). Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, the Common Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares then the Merger Consideration contemplated by the Merger shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.
(iic) Each At the Effective Time, each outstanding share of Parent Class A the common stock, par value $0.01 per share, of Acquisition shall be converted into one share of common stock, par value $0.04 per share, of the Surviving Corporation.
(d) At the Effective Time, each Common Stock Share held in the treasury of the Company and each Common Share held by Parent as treasury stock Parent, Acquisition or owned directly by Parent any subsidiary of Parent, Acquisition or the Company immediately prior to the Parent Merger Effective Time shall shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or the holder thereof, be canceled canceled, retired and cease to exist and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Technitrol Inc), Merger Agreement (Gti Corp)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except any Shares owned immediately prior to the Effective Time by the Company (or held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(ii) (A) any Shares owned at the commencement of the Offer and immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent (collectively, the “Parent-Owned Shares”) shall remain outstanding and shall continue as otherwise shares of common stock of the Surviving Corporation and the holder thereof immediately prior to the Effective Time shall remain the holder thereof immediately following the Effective Time, and (B) all Shares irrevocably accepted for purchase by Purchaser pursuant to the Offer shall be cancelled and retired and shall cease to exist, and, in each case (but in the case of the Shares described in subclause (B), following payment in respect thereof), no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses (i) and (ii) above and subject to Section 2.02(a)(iii2.5(b), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock Share outstanding immediately prior to the First Company Merger Effective Time (whichother than any Dissenting Shares, for the avoidance of doubt, which shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures have only those rights set forth in Section 2.03, 2.7) shall be converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash Offer Price (the “Company Option A Cash Merger Consideration”), in each case without any interest thereon and a subject to any withholding of Taxes in accordance with Section 2.6(e); and
(iv) all shares of common stock, $0.01 par value per share, of Purchaser then outstanding shall be converted into that number of shares of common stock of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio sum of (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu A) that number of fractional shares of the Company Stock as specified belowShares that are cancelled pursuant to Section 2.5(a)(ii)(B), the “Company Option A Merger Consideration”) or (B) $115.00 in cash (that number of Shares that are converted into the “Company Option B Cash Consideration”right to receive the Merger Consideration pursuant to Section 2.5(a)(iii), and a (C) that number of shares of Dissenting Shares that are cancelled pursuant to Section 2.7. From and after the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock Shares other than the Parent-Owned Shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each applicable holder of such Shares shall thereafter represent only the right cease to receive the Company Merger Consideration and the right to receive have any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made rights with respect thereto.
(iv) Each share , except, in the case of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock Shares that were not are converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i2.5(a)(iii)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and therefor upon the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid surrender of such shares of Company Common Stock in accordance with Section 2.03, without interest2.6.
(iib) Each membership unit If, between the date of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), this Agreement and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such the outstanding Shares are changed into a different number or class of shares by reason of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existany stock split, and shall thereafter represent only division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect theretoappropriately adjusted.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Celgene Corp /De/), Merger Agreement (Juno Therapeutics, Inc.)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the CompanyPurchaser, Merger Subsidiary One Sub, Company or any the holder of any capital stock of the Company or Merger Subsidiary Onefollowing securities:
(ia) Except as otherwise provided in Section 2.02(a)(iiiAll common shares, without par value, of Company (“Company Common Shares”), Section 2.02(a)(iv) issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time that are owned directly by (whichi) Company (other than (x) Company Common Shares held in trust accounts, for managed accounts, mutual funds and the avoidance like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned (within the meaning of doubtRule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by third parties (any such shares, “Trust Account Shares”), and (y) Company Common Shares held, directly or indirectly, by Company in respect of a debt previously contracted (any such shares “DPC Shares”)), or (ii) Purchaser or any of its affiliates, shall exclude the Exchange be cancelled and shall cease to exist, and no Merger Consideration and/or cash in lieu of fractional shares shall be delivered in exchange therefor.
(b) Subject to Sections 1.4(a), (c), (d), (e) and (f), each Company Common Share, but excluding Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser and Dissenting Shares, shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03Article II, into the right to receive the following considerationfollowing, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): ):
(Ai) For each Company Common Share with respect to which an Election to receive cash has been effectively made and not revoked or lost pursuant to Section 2.3 (a “Cash Election”), $100.00 28.00 in cash (the “Company Option A Cash Consideration”) (such shares collectively, “Cash Election Shares”); or
(ii) For each Company Common Share with respect to which an Election to receive stock has been effectively made and not revoked or lost pursuant to Section 2.3 (a “Stock Election”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio 1.75 (the “Company Option A Exchange Ratio”) common shares, without par value, of Purchaser (the “Purchaser Common Shares”) (the “Stock Consideration,” ) (such shares collectively, “Stock Election Shares”); or
(iii) for each Company Common Share other than shares as to which a Cash Election or a Stock Election has been effectively made and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified belownot revoked or lost pursuant to Section 2.3 (collectively, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash ConsiderationNon-Election Shares”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger from Purchaser such Cash Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid Stock Consideration as is determined in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i1.4(f)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger If Company’s Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests Book Value (as applicable) of Parent or Merger Subsidiary Three:
defined by and calculated in accordance with this subsection (i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(iic)) shall automatically be converted into less than the right Target Book Value Floor (as defined below) (the dollar amount of such shortfall is referred to receive a number in this Agreement as the “Shortfall”), then the aggregate amount of shares the Cash Consideration component of New Charter the Merger Consideration shall be reduced by the Shortfall amount. If the Effective Time Book Value shall be greater than the Target Book Value Ceiling (the dollar amount of such excess is referred to as the “Excess Amount”), then the aggregate amount of Merger Consideration shall be increased by the Excess Amount. In the event of an Excess Amount, the Merger Consideration will be increased for each Company Common Stock Share, payable in cash, by an amount equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As quotient of the Parent Merger Effective TimeExcess Amount divided by the total number of Company Common Shares. In the event there is a Shortfall, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in will decrease for each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each Company Common share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior an amount equal to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit quotient of the Parent Surviving Entity and shall constitute Shortfall divided by the only outstanding equity interests total number of the Parent Surviving EntityCompany Common Shares.
Appears in 2 contracts
Samples: Merger Agreement (Farmers National Banc Corp /Oh/), Merger Agreement (Cortland Bancorp Inc)
Conversion of Shares. Subject to any adjustment to such terms pursuant to Section 1.12, at the Effective Time, (a) At each share of Common Stock outstanding immediately prior to the First Company Merger Effective Time (other than any Dissenting Shares (as hereinafter defined), any shares of Common Stock held by virtue Acquiror, and shares of the First Company Merger Common Stock which are exchanged for Acquiror Common Stock pursuant to Section 5.09(a) herein) shall automatically and without any action on the part of the Companyholder thereof, Merger Subsidiary One or any holder of any capital stock upon surrender of the Company or certificate that formally evidenced such Common Stock in the manner provided herein, be cancelled and shall be converted automatically into the right to receive an amount payable in cash, without interest, equal to $1.08880483 per share of Common Stock (such amount payable per share of Common Stock in the Merger Subsidiary One:
(i) Except being referred to herein as otherwise provided in Section 2.02(a)(iiithe "Merger Consideration"), Section 2.02(a)(iv(b) and except for Dissenting Shares, each share of Company Common Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) held by Acquiror shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following cancelled for no consideration, without interest and (the consideration referred to in either clause (Ac) or (B)each share of common stock, collectively$0.01 par value per share, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company of Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock Sub shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each converted into one share of common stock of the Surviving Corporation. Notwithstanding the foregoing, in the event that options (the "Vivra Options") to acquire Parent common stock, par value $0.01 per share (the "Vivra Common Stock"), are cancelled pursuant to the last sentence of Section 5.09(a) in connection with the Vivra Option Exchange (as defined in Section 5.09(a)), the Merger Subsidiary One Consideration shall be decreased by an amount equal to the quotient obtained by dividing (i) the Gross Spread (as defined below) by (ii) the actual number of shares of Common Stock outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior after giving effect to the First Company exchanges contemplated by Section 5.09(a)) (the "Post-Adjustment Merger Effective Time (including, without limitation, Consideration"). For the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary purposes of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each casepreceding sentence, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior the Gross Spread for the Vivra Options cancelled in the Vivra Option Exchange shall be equal to the Second Company Merger Effective Time product of (which, for x) the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration difference between $35.62 and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
weighted-average per share exercise price of such Vivra Options and (iiy) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Vivra Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”)covered by such cancelled Vivra Options, and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time aggregate Gross Spread for all Vivra Options cancelled in the Vivra Option Exchange shall be canceled and no payment shall be made with respect theretonot exceed $4,837,382.00.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity."
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Incentive Ab), Agreement and Plan of Reorganization (Vivra Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue -------------------- of the First Company Merger and without any action on the part of any of Purchaser, Acquisition Sub or the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) Shares issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (whichother than (i) any Shares to be canceled pursuant to Section 4.8(b), for (ii) any Shares to remain outstanding pursuant to Section 4.8(c), and (iii) any Dissenting Shares (as defined in Section 5.1)),together with the avoidance of doubtAssociated Rights, shall exclude the Exchange Shares) shall be converted, at the election held by each stockholder of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, Company will be converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (Ai) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 an amount in cash (the “Company Option A "Cash Merger Consideration”)" equal to the ------------------------- product of (A) the number of such Shares owned by such stockholder, (B) the Per Share Amount and (C) a factor equal to one (1) minus the Merger Proration Factor (as defined below) and (ii) a number of shares of common stock of the Company as the Surviving Corporation (the "Stock Merger Consideration" and, together with -------------------------- the Cash Merger Consideration, the "Merger Consideration")equal to the product -------------------- of (A) the number of such Shares owned by such stockholder and (B) the Merger Proration Factor. The Merger Proration Factor shall be a fraction, the numerator of which is equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration Public Rollover Shares, and the cash denominator of which is equal to the number of Shares issued and outstanding as of immediately following the acceptance and payment for all Shares validly tendered pursuant to the Offer less (i) the number of Shares held by Purchaser, (ii) the number of Dissenting Shares (as defined in Section 5.1(a)), if any, as of the Effective Time and (iii) 87,979. For purposes of the foregoing, "Public ------ Rollover Shares" shall mean the difference between the number of Shares issued --------------- and outstanding as of immediately prior to the consummation of the Offer and Share Purchase less 4,907,979. The Cash Merger Consideration shall be payable ---- to the holder of Shares, without interest thereon, upon the surrender of the certificate or certificates formerly representing such Shares in the manner provided in Section 5.2 hereof and less any required withholding of taxes. No fraction of a share of Stock Merger Consideration will be issued in exchange for Shares subject to the Merger Proration Factor, no dividend or distribution of the Surviving Corporation shall relate to such fractional share interests and such frac tional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of the Surviving Corporation. In lieu of fractional shares of Common Stock of the Company Company, each holder of Shares subject to the Merger Proration Factor, who would otherwise be entitled to a fraction of a share of Common Stock as specified below, (after aggregating all fractional shares of Surviving Corporation Common Stock to be received by such holder) shall receive from the “Company Option A Surviving Corporation in the Merger Consideration”) or (B) $115.00 in an amount of cash (rounded down to the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock nearest whole cent) equal to the Option B Effective Exchange Ratio product of (x) such fraction, multiplied by (y) the “Company Option B Stock Consideration,” Per Share Amount. From and together with after the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock Shares shall no longer be outstanding and shall automatically be deemed to be canceled and retired and shall cease to exist, and each holder of a certificate or certificates representing any such Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Merger Consideration and therefor upon the right to receive any dividends surrender of such certificate or other distributions pursuant to Section 2.03(h), in each case to be issued or paid certificates in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior 5.2 hereof, or the right, if any, to receive payment from the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary "fair value" of Parent (such Shares as determined in each case, other than Merger Subsidiary One) shall be converted into and become one share accordance with Section 262 of Company Surviving Corporation Stockthe DGCL.
(b) At Each Share held in the Second treasury of the Company Merger and each Share owned by any Subsidiary of the Company immediately prior to the Effective Time shall, by virtue of the Second Company Merger and without any action on the part of Acquisition Sub, the Company Surviving Corporationor the holder thereof, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (whichbe canceled, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled exist and no payment or distribution shall be made with respect thereto. In no event shall Shares purchased or to be purchased by Purchaser be deemed to be Shares held in the treasury of the Company.
(iiic) Each membership unit of Merger Subsidiary Three outstanding immediately prior to Share held by Purchaser or any affiliate thereof, and 87,979 Shares held by the Parent Merger Effective Time Management Stockholders identified in the Stockholder Agreement, shall continue to not be canceled as provided above but shall remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entityoutstanding.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Motorsport Group Inc), Agreement and Plan of Merger (Fremont Partners Lp)
Conversion of Shares. (a) At the First Company Merger Effective Time Date, by virtue of the First Company Merger and without any action on the part of First Franklin or the Company, Merger Subsidiary One or any holder holders of any capital stock shares of the Company or Merger Subsidiary OneFirst Franklin Common Stock:
(i) Except Each outstanding share of First Franklin Common Stock issued and outstanding at the Merger Effective Date, except as otherwise provided in Section 2.02(a)(iiiclauses (ii), Section 2.02(a)(iv(iii) and except for Dissenting Shares, each share (iv) of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubtthis Section, shall exclude the Exchange Shares) cease to be outstanding, and shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) from Cheviot Financial $100.00 14.50 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share Any shares of common stock First Franklin Common Stock which are owned or held by any party hereto or any of Merger Subsidiary One outstanding immediately prior their respective Subsidiaries (other than shares held in a fiduciary capacity or in connection with debts previously contracted and other than shares held by DirectTeller Systems, Inc., which will be paid in full pursuant to (i) above) at the First Company Merger Effective Time Date shall be deemed cancelled and the certificates for such shares shall be deemed retired, each of such shares shall not be converted into the Merger Consideration, and become one share of Company Surviving Corporation Stockno cash shall be issued or exchanged therefor.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Cheviot Merger Subsidiary One common stock issued and outstanding immediately prior to before the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) Date shall be converted into and become one an outstanding share of Company common stock of the Surviving Corporation StockCorporation.
(biv) At No shares of First Franklin Common Stock that are Dissenting Shares shall be converted into, or represent the Second Company right to receive, the Merger Consideration. After the Merger Effective Time by virtue Date, the Surviving Corporation shall pay for any Dissenters’ Shares in accordance with Section 262 of the Second Company DGCL, and the holders thereof shall not be entitled to receive any Merger and without any action on the part Consideration; provided, that if appraisal rights under Section 262 of the Company Surviving CorporationDGCL with respect to any Dissenters’ Shares shall have been effectively withdrawn or lost, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the such shares of Company Surviving Corporation Stock issued or will thereupon cease to be issued in connection with the First Company Merger treated as Dissenters’ Shares and shall not include any shares of Company Stock that were not be converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i2.02(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(iiv) Each membership unit The holders of Merger Subsidiary Two outstanding certificates (immediately prior to the Second Company Merger) representing shares of First Franklin Common Stock (a “Certificate”) on the Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and Date shall cease to existhave any rights as stockholders of First Franklin, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions except such rights, if any, as they may have pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestapplicable law and this Agreement.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (First Franklin Corp), Merger Agreement (Cheviot Financial Corp)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three Subsidiary, the Company or any holder the holders of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Threethe following securities:
(ia) Each share of Parent Class A Common Stock each issued and outstanding immediately prior share of the Company's common stock, par value $1.05 per share (the "Common Stock") held by the Company as treasury stock and each issued and outstanding share of the Common Stock owned by any subsidiary of the Company, (collectively, the "Treasury Stock"), shall be canceled and retired and shall cease to the Parent Merger Effective Time exist, and no payment or consideration shall be made with respect thereto;
(b) each issued and outstanding share of Common Stock, other than any share those shares of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(iiconstituting Treasury Stock (the "Exchange Stock")) , shall automatically be converted into the right to receive receive, subject to Section 1.10(a) of this Agreement and certain adjustment as provided in this Section 1.04(b), an amount in cash, without interest, equal to $32.00 (the "Merger Consideration") payable to the Record Holder (as defined in Section 1.05(d)) thereof upon surrender of the Certificate (as defined in this Section 1.04(b)) with respect to such shares, provided, however, that at the election of the Record Holder of each issued and outstanding share of Exchange Stock which election shall be in writing and delivered to the Disbursing Agent in a number notice of shares election ("Notice of New Charter Common Stock Election") in the form and subject to the written instructions that shall be provided to each Record Holder by the Disbursing Agent pursuant to the terms of this Agreement, the Merger Consideration shall be adjusted and be deemed to be an amount equal to (A) $17.00 plus (B) an amount in cash equal to the Parent Merger Exchange Ratio Track Business Contingent Earnout Payment as defined and provided for in Section 5.12 of this Agreement (the “Parent "Contingent Consideration") ($17.00 plus the Contingent Consideration being referred to herein as the "Adjusted Merger Consideration”)") to be paid to the Record Holder of each such share of Common Stock, pursuant and subject to the terms of this Agreement. In the event any such Record Holder fails to make the election hereunder requesting to be paid the Adjusted Merger Consideration within the permitted period of time as shall be designated in written instructions to be distributed by the Disbursing Agent, each such Record Holder shall be deemed to have elected to receive only the amount of $32.00 as Merger Consideration hereunder and shall have no right to any other consideration with respect to the transactions contemplated hereby. At the Effective Time, and notwithstanding anything to the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Timecontrary herein, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate or other reasonable evidence of ownership of non-certificated shares, including, but not limited to, those held electronically or in street name (collectively, a "Certificate") representing any such shares of Common Stock shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Parent Merger Consideration and or, for those Record Holders who so elect, the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.Adjusted Merger Consideration; and
(iic) Each each issued and outstanding share of Parent Class A Common Stock held by Parent as treasury capital stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit ownership interest of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit be converted into one fully paid and nonassessable share of common stock, par value $1.05, of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving EntityCorporation.
Appears in 2 contracts
Samples: Merger Agreement (Scioto Downs Inc), Merger Agreement (MTR Gaming Group Inc)
Conversion of Shares. At the Effective Time:
(a) At each Share held by the First Company Merger as treasury stock or owned by Parent, Cordant, Cordant Holdings, Purchaser or any subsidiary of any of them immediately prior to the Effective Time by virtue of the First Company Merger shall be cancelled, and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:no payment shall be made with respect thereto;
(ib) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock Share outstanding immediately prior to the First Company Merger Effective Time shall, except as otherwise provided in paragraph (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (Aa) or paragraph (B)d) of this Section 2.4, the “Election”), in accordance with the procedures set forth in Section 2.03, be converted into the right to receive the following considerationPer Share Amount, or if any greater amount per Share shall have been paid pursuant to the Offer, such amount, in cash, without interest (such amount, the consideration referred to in either clause (A) or (B"Merger Consideration"), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares upon surrender of the Company Surviving Corporation Stock equal to certificate formerly representing such Share in the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash manner provided in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.2.6 hereof;
(iic) Each each share of common stock of Merger Subsidiary One Purchaser outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company common stock of the Surviving Corporation Stock.and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and
(iiid) Each share of Company Stock anything in this Agreement to the contrary notwithstanding, any issued and outstanding Shares held by the Company as treasury stock a person (a "Dissenting Stockholder") who shall not have voted in favor of or owned by Merger Subsidiary One immediately prior consented to the First Company Merger Effective Time and complies with all the provisions of Delaware Law concerning the right of holders of Shares to dissent from the Merger and require appraisal of their Shares (including, without limitation, the Exchange "Dissenting Shares") shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall not be converted into and become one share of Company Surviving Corporation Stock.
(bas described in Section 2.4(b) At the Second Company Merger Effective Time but shall become, by virtue of the Second Company Merger and without any action on Merger, the part of right to receive such consideration, solely from the Company Surviving Corporation, Merger Subsidiary Two as may be determined to be due to such Dissenting Stockholder pursuant to Delaware Law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any holder of any capital stock or equity interests (case pursuant to Delaware Law, such Dissenting Stockholder shall forfeit such right to payment for such Dissenting Shares pursuant to Delaware Law and such Dissenting Shares shall be deemed to have been converted as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part written consent of Parent, Merger Subsidiary Three or make any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect theretoto, or settle, offer to settle or otherwise negotiate, any such demands.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Howmet International Inc), Merger Agreement (Alcoa Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three Sub, the Company or any holder the holders of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Threethe following securities:
(ia) Each Subject to the other provisions of this Section 2.1, each share of Parent Company Class A Common Stock, Company Class B-1 Common Stock and Company Class B-2 Common Stock (collectively, the "Shares") issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be Shares canceled pursuant to Section 2.02(c)(ii)2.1(b) and Dissenting Shares, if any) shall automatically be canceled and, subject to Section 2.2, shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive a number of (A) shares of New Charter common stock, par value $0.001 per share, of Parent ("Parent Common Stock Stock") in an amount equal to the Parent Merger Exchange Ratio product of 2.15 (the “Parent "Exchange Ratio") and 0.90 (the "Stock Percentage") and (B) an amount in cash equal to the Per Share Cash Amount, issuable and payable, without interest, upon surrender of the certificate that formerly evidenced such Share (a "Certificate") in the manner provided in Section 2.7 (together, the "Merger Consideration”"), and . At the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock Shares converted pursuant to this Section 2.1(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Parent Merger Consideration and in accordance with this Section 2.1(a). Notwithstanding anything contained herein to the right contrary, if either (i) the tax opinion delivered to receive any dividends Parent referred to in Section 6.2(d) cannot be rendered (as reasonably determined by counsel to Parent) or other distributions pursuant (ii) the tax opinion delivered to the Company referred to in Section 2.03(h6.3(d) cannot be rendered (as reasonably determined by counsel to the Company), in each either case as a result of the Merger potentially failing to satisfy the "acquisition of control" requirement under Section 368(a)(2)(E) of the Code, the Cash Percentage shall be reduced and the Stock Percentage shall be correspondingly increased to the minimum extent necessary to enable the relevant tax opinion or opinions, as the case may be, to be issued or paid rendered. As used in accordance with Section 2.03this Agreement, without interest.
the "Per Share Cash Amount" shall be equal to ten percent (iithe "Cash Percentage") Each of the product of (x) the Exchange Ratio and (y) the average of the per share closing sales prices of shares of Parent Class A Common Stock held as reported on the New York Stock Exchange (the "NYSE") Composite Transactions reporting system (as reported in The Wall Street Journal or, in absence thereof, by another authoritative source) during the five consecutive trading day period that shares of Parent as treasury stock or owned directly by Parent Common Stock are traded on the NYSE ending on (and including) the fifth trading day immediately prior to the Effective Time.
(b) Each Share held in treasury of the Company and each Share owned by Merger Sub, Parent Merger or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof, and no payment or distribution shall be made with respect thereto.
(iiic) Each membership unit share of common stock, par value $0.001 per share, of Merger Subsidiary Three Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Parent Surviving Entity Corporation and shall constitute the only outstanding equity interests shares of capital stock of the Parent Surviving EntityCorporation.
Appears in 2 contracts
Samples: Merger Agreement (Caremark Rx Inc), Merger Agreement (Advancepcs)
Conversion of Shares. At the Effective Time:
(a) At Each Public Share outstanding immediately prior to the First Company Merger Effective Time by virtue of the First Company Merger other than Dissenting Shares (as defined in Section 1.03(b)), automatically and without any action on the part of the Companyrespective holders thereof (collectively, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii"SELLING STOCKHOLDERS"), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one cash in an amount per share of New Charter Common Stock equal to Ten Cents ($0.10), without interest (the “New Charter Merger Consideration”"MERGER CONSIDERATION"). As , payable to the holder thereof upon the surrender of the Second Company certificate formerly representing such outstanding Public Share.
(b) Notwithstanding any provision to the contrary in this Agreement, Public Shares held by a stockholder who has not approved the Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existwho has demanded, and shall thereafter represent only the right is entitled by law to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h)exercise, in each case to be issued or paid appraisal rights for such Public Shares in accordance with Section 2.03the Delaware General Corporation Law (the "DGCL") (such shares, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)"DISSENTING SHARES") shall automatically not be converted into the right to receive a number any portion of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and unless such stockholder fails to perfect or withdraws or otherwise loses his or her right to an appraisal in accordance with the cash in lieu of fractional shares of New Charter Common Stock as specified belowDGCL. As of If, after the Parent Merger Effective Time, all such shares stockholder fails to perfect or withdraws or loses his or her right to an appraisal, such Dissenting Shares shall be treated as if they had been converted as of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the Effective Time into a right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h)Consideration, in each case to be issued or paid in accordance with Section 2.03as provided herein, without interestinterest thereon.
(iic) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three Every 5.784 Continuing Shares outstanding immediately prior to the Parent Merger Effective Time shall continue remain outstanding but shall be converted into 1/10,000 of an Acquisition Corp. Share.
(d) Each share of Merger Sub outstanding immediately prior to the Effective Time shall remain outstanding as a membership unit one share of capital stock of the Parent Surviving Entity Corporation and shall constitute the only outstanding equity interests shares of capital stock of the Parent Surviving EntityCorporation.
Appears in 2 contracts
Samples: Merger Agreement (Royal Precision Inc), Merger Agreement (Royal Precision Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of any of Purchaser, Acquisition Sub or the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each Each share of Company Common Stock issued and outstanding immediately prior to the First Company Merger Effective Time Time, together with the associated Rights issued pursuant to the Rights Agreement, other than (which, for the avoidance of doubti) any Shares to be canceled pursuant to Sections 1.10(b) and 1.10(c) and (ii) any Dissenting Shares (as defined in Section 2.1 hereof), shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, canceled and extinguished and be converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 18.35 in cash (the “Company Option A Cash "Merger Consideration”"), and a number of shares payable to the holder thereof, without interest thereon, upon the surrender of the Company Surviving Corporation Stock equal to certificate formerly representing such Share in the Option A Effective Exchange Ratio manner provided in Section 2.2 hereof and less any required withholding of Taxes (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”hereinafter defined). As of From and after the First Company Merger Effective Time, all such shares of Company Stock Shares shall no longer be outstanding and shall automatically be deemed to be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Merger Consideration and therefor, without interest thereon, upon the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid surrender of such certificate in accordance with Section 2.032.2 hereof, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Article 13 of the GBCC.
(iib) Each share Share held in the treasury of common stock the Company and each Share owned by any Subsidiary of Merger Subsidiary One outstanding the Company immediately prior to the First Company Merger Effective Time shall be converted into shall, by virtue of the Merger and become one share without any action on the part of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by Acquisition Sub, the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (includingholder thereof, without limitation, the Exchange Shares) shall be canceled, retired and case to exist and no payment or distribution shall be made with respect thereto.
(ivc) Each issued and outstanding share of Company Stock held by any direct or indirect wholly owned Subsidiary common stock, par value $0.01 per share, of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each caseAcquisition Sub, other than Merger Subsidiary One) shall be converted into one (1) validly issued, fully paid and become one nonassessable share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue common stock, no par value, of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Guardian Fiberglass Inc), Merger Agreement (Cameron Ashley Building Products Inc)
Conversion of Shares. (a) At Subject to the First Company Merger provisions of this Section 1.7 through Section 1.9, at the Effective Time Time, by virtue of the First Company Merger and without any action on the part of the CompanyCall America Companies, Merger Subsidiary One the GST Companies or any holder the shareholders of any capital stock of the Company or foregoing, the shares of the constituent corporations to the Merger Subsidiary Oneshall be converted as follows:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(iia) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation GST Capital Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for shall remain issued and outstanding from and after the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(ib) Each share of Parent Class A Common Stock of Sub issued and outstanding immediately prior to the Parent Merger Effective Time shall cease to be outstanding, and shall be converted into an aggregate of 100 shares of fully paid and non assessable common stock of the Surviving Corporation from and after the Effective Time.
(c) All of the shares of Common Stock of the Call America Companies issued and outstanding at the Effective Time (other than any share of Parent Class A the "Call American Common Stock to be canceled pursuant to Section 2.02(c)(ii)Stock") shall automatically be converted into the right cease to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled converted into an aggregate of 1,307,692 shares of fully paid and retired and shall cease to existnonassessable GST Common Stock (the "Consideration") plus the Post-Closing Consideration (as defined in Section 1.10), and shall thereafter represent only the right to receive the Parent Merger if any. The Consideration and the right Post-Closing Consideration shall be allocated among the Call America Companies and each of the Sellers in accordance with the percentage set forth opposite each Seller's name in Exhibit A hereto. A portion of the Consideration to receive any dividends or other distributions be delivered to the Escrow Agent for distribution to the Sellers under Section 2.1 hereof, consisting of 130,000 shares (the "Escrow Shares") of GST Common Stock (such portion to be allocated among all the Sellers in accordance with the percentages set forth opposite each Seller's name in Exhibit A hereto), shall be deposited with the Escrow Agent, to be held as collateral for the indemnification obligations of the Sellers contained in Article X hereof, and applied pursuant to the terms and provisions of the Escrow Agreement in respect of the Sellers' obligations pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest10.1 hereof.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At As of the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, the Parent or the Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary Onetheir respective stockholders:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Common Stock (a "Share" and collectively, the "Shares"), other than Shares to be canceled in accordance with subsection (b) below, issued and outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the following consideration$16.25 in cash, without interest (the consideration referred to in either clause (A) or (B"Merger Consideration"), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), payable to the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares holder thereof upon surrender of the Company Surviving Corporation Stock equal to Certificate formerly representing such Share in the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash manner provided in lieu of fractional shares of the Company Stock as specified belowSection 2.2. All such Shares, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”)when so converted, and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate shall thereafter represent only cease to have any rights with respect to such Shares, except the right to receive the Company Merger Consideration and Consideration, without interest, upon the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid surrender of such Certificate in accordance with Section 2.03.2.2;
(iib) Each each Share owned immediately prior to the Effective Time by the Company, the Parent, the Merger Subsidiary or any of their respective Subsidiaries, shall be canceled and extinguished and no consideration shall be delivered in exchange therefor. For purposes of this Section 1.7(b), Company Common Stock owned beneficially or held of record by any plan, program or arrangement sponsored or maintained for the benefit of any current or former employee of the Company, the Parent, the Merger Subsidiary or any of their respective Subsidiaries, shall not be deemed to be held by the Company, the Parent, the Merger Subsidiary or any such Subsidiary, regardless of whether the Company, the Parent, the Merger Subsidiary or any such Subsidiary has the power, directly or indirectly, to vote or control the disposition of such shares. For purposes of this Agreement, the term "Subsidiary" means, with respect to any Person, any other Person fifty percent (50%) or more of the outstanding voting ownership securities of which (or if there are no such voting interests, fifty percent (50%) or more of the equity interests of which) are owned, directly or indirectly, by such first Person; and (c) Section 1.7 of the Company Disclosure Letter sets forth by employee each Share that is pledged (or held in escrow) and any outstanding loan or indebtedness (including the principal balance and interest) whether to the Company or third party lender in connection with the Company's Operating Partner and District Partner programs, as of the Agreement Date, which list shall be updated 2 business days prior to the Effective Time. Notwithstanding the foregoing, in the case of any employee who has pledged Shares purchased by such employee in connection with the Company's Operating Partner or District Partner programs as collateral for any outstanding loan or indebtedness (whether to the Company or otherwise), the aggregate Merger Consideration, after applicable withholding Taxes (as set forth in Section 2.7), shall be applied by the Surviving Corporation to the repayment of such loan or indebtedness, and the employee shall be entitled to receive any remaining Merger Consideration following such repayment; and (d) each share of common stock stock, par value $0.01 per share, of the Merger Subsidiary One issued and outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (includingwill, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporationholder thereof, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As common stock, par value $0.01 per share, of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests shares of capital stock of the Merger Subsidiary Two Surviving EntityCorporation.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
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Conversion of Shares. (a) At As specified in the First Company Merger Agreement, on the Effective Time Date, by virtue of the First Company Merger and without any further action on the part of any of the Parties, (a) each share of PAC Common Stock outstanding on the Effective Date shall, by virtue of the Merger and without any action on the part of Clucker's, continue without change as a share of the Company, Merger Subsidiary One or any holder of any capital common stock of the Company or Merger Subsidiary One:
surviving corporation, and (ib) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share all of Company the outstanding shares of Paradise Common Stock outstanding owned by Chart House immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange "Cancelled Shares") shall be convertedcancelled, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, exist and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (x) cash (the “New Charter Merger Consideration”). As "Cash Payment") in the amount of $5,080,000, which sum includes the amount of the Second Company Merger Deposit on the Effective TimeDate and reflects a credit to Clucker's of $20,000 for inventory writedowns taken or to be taken from the amount reflected on the Most Recent Balance Sheet pursuant to the mutual agreement of Clucker's and Chart House; (y) a promissory note (the "Note") from Paradise in substantially the form of Exhibit "C" attached hereto and made a part hereof in an original principal amount equal to the aggregate unpaid principal balance at the Effective Date of those certain purchase-money notes from certain franchisees to Paradise (the "Franchisee Notes"), all which are expected to have an aggregate remaining principal balance of approximately $1,500,000 at the Effective Date (if, prior to the Closing Date, Paradise has repurchased the franchisee store located in West Covina, California, from POP, then the original principal amount of the Note shall also include an amount equal to $150,000 in lieu of the amounts owed by POP to Paradise), which Note is to be secured by the Pledge and Security Agreement (the "Pledge Agreement") in substantially the form attached hereto as Exhibit "D" and guaranteed by Clucker's pursuant to an Unconditional Guaranty of Payment substantially in the form of Exhibit "E" attached hereto and made a part hereof (the "Guaranty"); and (z) reimbursement by Clucker's to Chart House of up to $125,000 of the costs incurred in connection with the remodeling of Paradise's Santa Xxx location (the "Santa Xxx Reimbursement"), subject to Clucker's receipt of documentation reasonably satisfactory to it evidencing the payment by Chart House or Paradise of such shares costs. If, at the Closing Date, Paradise's Cash Working Capital as of Company Surviving Corporation Stock the end of the month ending on the Closing Date, if the Closing Date is the last day of a month, or as of the end of the month immediately preceding the Closing Date, if the Closing Date is a day other than the last day of a month, is more than $50,000 or less than $30,000 then the Cash Payment shall no longer be outstanding increased by the excess, or decreased by the amount of the deficit, as the case may be. The Note shall (a) bear interest at the rate of 9.5% simple interest per annum, which Chart House represents to be equal to or less than the minimum blended interest rate payable pursuant to the Franchisee Notes; (b) be payable interest only for the first three years; (c) be payable thereafter in 8 equal quarterly payments of principal and shall automatically interest; (d) be canceled prepayable in whole or in part at any time without penalty; (e) be secured by the Franchisee Notes; and retired (f) require, to the extent that Clucker's or Paradise receives any cash principal payment on any of the Franchisee Notes, a mandatory prepayment of a like amount of principal on the Note within 10 business days after such receipt; provided, however, that, if Clucker's enters into a definitive agreement to acquire Founders pursuant to the terms of that certain letter of intent between Clucker's, Founders and shall cease to existFounders' shareholders dated May 26, 1995 (the "Founders' Definitive Agreement"), and then acquires Founders, Paradise shall thereafter represent only make mandatory principal prepayments on the right Note in the same amounts and on the same payment dates as Founders would have had to receive make principal payments on the New Charter Merger Consideration Franchisee Note from Founders; and provided further, however, that, if Clucker's or Paradise acquires, during the right term of the Note, any other Paradise franchisee that is an obligor on a Franchisee Note, Paradise shall make mandatory principal prepayments on the Note in the same amounts and on the same payment dates as such franchisee would have had to receive any dividends make principal payments on its Franchisee Note. Clucker's shall pay the Santa Xxx Reimbursement to Chart House on December 29, 1995, in cash, by cashier's check or other distributions by wire transfer of funds. The amount of the Santa Xxx Reimbursement actually paid shall be subject to offset, in whole or in part, by the aggregate amount, as of the scheduled date of payment, for which Clucker's is entitled to indemnification from Chart House pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest10 of this Agreement.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in herein and subject to Section 2.02(a)(iii2.06(b), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Common Stock, par value $.001 per share, of the Company Stock ("Company Common Stock") issued and outstanding immediately prior to the First Company Merger Effective Time (whichother than the shares of Company Common Stock owned by the Parent, for the avoidance Sub or any of doubttheir Subsidiaries or held in the treasury of the Company, shall exclude the Exchange Shares) all of which shall be convertedcancelled and cease to exist, at without consideration being payable therefore and Dissenting Shares (as defined in Section 2.13)) shall, by virtue of the Merger, be converted into, exchanged for and represent the right to receive (without interest), subject to the election of and proration procedures described below, either (i) $10.00 in cash (the holder thereof (such election to receive consideration referred to in either clause (A"Cash Election Amount") or (B)ii) 0.2469 (the "Exchange Ratio") of a share of common stock, par value $.01 per share, of the “Election”Parent (the "Parent Common Stock") (the "Stock Consideration"), in accordance with Section 2.13 (collectively, the procedures set forth "Merger Consideration").
(b) Notwithstanding anything in Section 2.03this Agreement to the contrary, the number of shares of Company Common Stock (the "Cash Election Number") to be converted into the right to receive the following consideration, without interest Cash Election Amount in the Merger shall be equal to 10% of the issued and outstanding shares of GranCare Common Stock immediately prior to the Effective Time.
(c) In the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), event that the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a aggregate number of shares in respect of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio which Cash Elections (as defined in Section 2.13(a)) have been made (the “Company Option A Stock Consideration,” and together with "Cash Election Shares") exceeds the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified belowElection Number, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares each share of Company Common Stock in respect of which a Cash Election has not been made shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only converted into the right to receive the Company Merger Consideration Stock Consideration, and each of the Cash Election Shares shall be converted into the right to receive any dividends the Stock Consideration or other distributions pursuant the Cash Election Amount in the following manner:
(i) A proration factor (the "Proration Factor") shall be determined by dividing the Cash Election Number by the total number of Cash Election Shares.
(ii) The number of Cash Election Shares as to which each stockholder who made a Cash Election shall be converted into the right to receive the Cash Election Amount (on a consistent basis among stockholders who made a Cash Election pro rata to the number of shares as to which they made such elections) shall be equal to the product of the Proration Factor multiplied by the total number of Cash Election Shares beneficially owned by such stockholder.
(iii) Subject to Section 2.03(h2.11(e), in each case to be issued or paid Cash Election Share other than those shares that shall receive the Cash Election Amount in accordance with Section 2.032.06(c)(ii), shall be converted into the right to receive the Stock Consideration.
(d) Subject to Section 2.11(e), if the number of Cash Election Shares is less than the Cash Election Number, then:
(i) Each Cash Election Share shall be converted into the right to receive the Cash Election Amount; and
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(iiCash Election Shares (the "Eligible Shares")) , shall automatically be converted into the right to receive a the Cash Election Amount or the Stock Consideration in the following manner:
(A) The number of shares of New Charter Common Stock equal Eligible Shares to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only converted into the right to receive the Parent Merger Consideration and Cash Election Amount shall be equal to the excess of the Cash Election Number over the number of Cash Election Shares (which shall be allocated on a basis consistent among all stockholders who beneficially own Eligible Shares pro rata to the number of Eligible Shares beneficially owned by each such stockholder).
(B) Each other Eligible Share shall be converted into the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestthe Stock Consideration.
(iie) Each share of Parent Class A Company Common Stock held in the treasury of the Company and each share owned by Sub, Parent as treasury stock or any direct or indirect wholly owned directly by subsidiary of Parent or the Company immediately prior to the Parent Merger Effective Time shall be canceled cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Living Centers of America Inc)
Conversion of Shares. (a) At All Shares held in the First Company Merger Effective Time by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock treasury of the Company or Merger Subsidiary One:
(ithe "Excluded Shares") Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) --------------- shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only exist as of the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (includingTime, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stockconsideration being payable therefore.
(b) At Notwithstanding anything in this Agreement to the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporationcontrary, Merger Subsidiary Two Shares which would otherwise constitute Elected Cash Shares or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock Non-Elected Cash Shares hereunder, which are issued and outstanding immediately prior to the Second Company Merger Effective Time and which are held by stockholders who did not vote in favor of the Merger and who comply with all of the relevant provisions of Section 262 of the DGCL (which, the "Dissenting Shares") shall not be converted into or be exchangeable for the avoidance of doubt----------------- right to receive the Cash Merger Price (as defined below), but instead shall only include be converted into the shares of Company right to receive payment from the Surviving Corporation Stock issued or with respect to be issued such Dissenting Shares in connection accordance with the First Company Merger DGCL, unless and until such holders shall not include have effectively withdrawn or lost their rights to appraisal under the DGCL. If any shares of Company Stock that were not such holder shall have effectively withdrawn or lost such right, such holder's Shares shall be converted into the right to receive the Cash Merger Price (as defined below). The Company Merger Consideration pursuant shall give prompt notice to Section 2.02(a)(i)) the Investor of any demands received by the Company for appraisal of Shares, and the Investor shall automatically be converted into have the right to receive one share of New Charter Common Stock (participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the “New Charter Merger Consideration”). As prior written consent of the Second Company Merger Effective TimeInvestor, all make any payment with respect to, or settle or offer to settle, any such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entitydemands.
(c) At the Parent Merger Effective Time by By virtue of the Parent Merger and without any action on the part of ParentMerger, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock each Share issued and outstanding immediately prior to the Parent Merger Effective Time (Time, other than any share of Parent Class A Common Stock to Excluded Shares and Dissenting Shares, shall be canceled pursuant to Section 2.02(c)(ii)) shall automatically be retained or converted into the right to receive cash as follows:
(i) Each Share that is an Elected Retained Share and each Share that is a number of shares of New Charter Common Stock equal to Non-Elected Retained Share (as defined in Section 2.3(c)) (in either -------------- case, a "Retained Share") shall be retained by the Parent Merger Exchange Ratio (holder thereof following -------------- the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be remain outstanding and shall automatically represent one share of Common Stock, par value $.001 per share, of the Surviving Corporation; and (ii) Each Share that is an Elected Cash Share and each Share that is a Non-Elected Cash Share (as defined in Section 2.3(b)) shall be canceled and retired and shall cease to exist, and shall thereafter represent only converted -------------- into the right to receive from the Parent Surviving Corporation $25 in cash (the "Cash Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(hPrice"), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.. ------------------
Appears in 1 contract
Conversion of Shares. (a) At As of the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One parties or any holder the holders of any capital stock Shares of the Company or Merger Subsidiary OneCompany:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) Each issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior Share (other than Shares to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), canceled in accordance with Section 2.6(c) and the procedures set forth in Section 2.03, Dissenting Shares) automatically shall be converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 Offer Consideration in cash (the “Company Option A Cash "Merger Consideration”)") payable, and a number without interest, to the holder of shares such Share, upon surrender, in the manner provided in Section 2.7, of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified belowcertificate that formerly evidenced such Share. All such Shares, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”)when so converted, and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and automatically shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Merger Consideration and therefor upon the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid surrender of such certificate in accordance with Section 2.032.7. Any payment made pursuant to this Section 2.6(a) shall be made net of applicable withholding taxes in accordance with Section 2.7(f) to the extent that such withholding is required by applicable Legal Requirements.
(iib) Each issued and outstanding share of common stock stock, par value $0.01 per share, of the Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time Sub shall be converted into and become one validly-issued, fully-paid and nonassessable share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury common stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At All Shares that are owned at the Parent Merger Effective Time by virtue the Company, the Parent, the Merger Sub or any other direct or indirect wholly-owned Subsidiary of the Parent Merger and without any action on Company, the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or the Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time Sub shall be canceled and no payment Merger Consideration shall be made with respect theretodelivered in exchange therefor.
(iiid) Each membership unit At the Effective Time, all Company Options (as defined in Section 3.2(b)) outstanding under the Company's equity incentive plans, the 1996 Amended Stock Option Plan F, as amended, the 1992 Amended and Restated Stock Option Plan E, as amended, the Stock Option Plan for Employees, the Restricted Stock and Stock Bonus Plan, the 2003 Stock Incentive Plan and the 1999 Contractor Stock Option Plan, and each other plan or Contract (as defined in Section 9.3(g)) of any nature with any Person (as defined in Section 9.3(d)) pursuant to which any option to purchase capital stock of the Company has been granted, but in any case excluding the Company's Employee Stock Purchase Plan (collectively, the "Company Stock Option Plans") shall be treated as set forth in Section 6.7(a). Rights outstanding under the Company's Employee Stock Purchase Plan (the "Company Purchase Plan") shall be treated as set forth in Section 6.7(c). Deferred Stock Units (as defined in Section 6.7(d)) and Restricted Stock (as defined in section 6.7(d)) shall be treated as set forth in section 6.7(d).
(e) The Merger Subsidiary Three outstanding immediately Consideration shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Company Common Stock having a record date on or after the date hereof and prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving EntityTime.
Appears in 1 contract
Samples: Merger Agreement (Cgi Group Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany other stockholder of the Company:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified any Shares then held by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to (including Shares held in the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”Company’s treasury) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange therefor;
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock any Shares then held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (includingParent, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company Purchaser or any other direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into Shares validly tendered and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior irrevocably accepted for purchase pursuant to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued Offer in connection accordance with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i2.1(f)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration be delivered in exchange therefor;
(iii) any Shares validly tendered and the right to receive any dividends or other distributions irrevocably accepted for purchase pursuant to Section 2.03(h), in each case to be issued or paid the Offer in accordance with Section 2.03, without interest.
(ii2.1(f) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only be delivered in exchange therefor;
(iv) except for (A) any Shares validly tendered and irrevocably accepted for purchase pursuant to the Offer in accordance with Section 2.1(f), (B) the Excluded Shares and (C) Dissenting Shares, each Share then issued and outstanding shall be converted into the right to receive the Parent Offer Price in cash, without interest (the “Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(hConsideration”), in each case to be issued or paid minus any withholding of Taxes required by applicable Laws in accordance with Section 2.033.6(d); and
(v) each share of the common stock, without interest$0.001 par value per share, of Purchaser then outstanding shall be converted into one (1) share of common stock of the Surviving Corporation.
(iib) Each share If, between the Agreement Date and the Effective Time, the outstanding Shares are changed into a different number or class of Parent Class A Common Stock held shares by Parent as treasury reason of any stock split, division or owned directly by Parent immediately prior to subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Parent Merger Effective Time Consideration shall be canceled and no payment shall be made with respect theretoappropriately adjusted.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except as otherwise provided any Shares then held by the Company or any wholly owned Subsidiary of the Company (or held in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Sharesits treasury) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange therefor;
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock any Shares then held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (includingParent, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company Purchaser or any direct or indirect other wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration be delivered in exchange therefor;
(iii) except as provided in clauses (i) and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior above and subject to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of ParentSection 2.6(b), Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock each Share then issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)Dissenting Shares) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock cash amount equal to the Parent Merger Exchange Ratio Offer Price, without interest thereon (the “Parent Merger Consideration”), and the cash subject to any withholding of Taxes required by applicable Legal Requirements in lieu of fractional shares of New Charter Common Stock as specified below. As accordance with Section 2.7(f); and
(iv) each share of the Parent Merger common stock, $0.001 par value per share, of Purchaser then issued and outstanding shall be converted into one (1) fully paid and nonassessable share of common stock of the Surviving Corporation.
(b) At the Effective Time, all such shares of Parent Class A Common Stock Shares converted pursuant to Section 2.6(a)(iii) shall no longer cease to be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of any certificates evidencing such Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) immediately prior to the Effective Time shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Parent Merger Consideration and the right therefor, subject to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.03, without interest2.7(f).
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rightside Group, Ltd.)
Conversion of Shares. (a) At the First Company Merger Effective Time by virtue Time, as a result of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One Parent, Purchaser or any the holder of any capital stock of Parent, Purchaser or the Company or Merger Subsidiary One:
Company: (i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) Each Share issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause other than (A) Shares that are cancelled pursuant to clause (iv) or (v) below and (B)) Shares that are owned by stockholders (“Dissenting Stockholders”) who have properly demanded in compliance in all respects with Section 262 of the DGCL and not withdrawn a demand for, or lost their right to, appraisal pursuant to Section 262 of the DGCL with respect to such Shares (“ElectionExcluded Shares”), in accordance with the procedures set forth in Section 2.03, shall be converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 an amount in cash equal to the Offer Price (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (without interest. At the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock the Shares shall no longer cease to be outstanding outstanding, shall be cancelled and shall automatically cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 2.8.
(ii) Each Dissenting Share shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder of such Dissenting Share may have under Section 2.8.
(iii) At the Effective Time, each share of common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation.
(iv) Any Shares then held by the Company in the Company’s treasury shall be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time no consideration shall be converted into and become one share of Company Surviving Corporation Stockdelivered in exchange therefor.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Borderfree, Inc.)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Sub, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share any shares of Company Common Stock outstanding held directly or indirectly by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of and any Company Common Stock held in treasury, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only be delivered in exchange therefor;
(ii) except as provided in clause “(i)” above, each share of Company Common Stock outstanding immediately prior to the Effective Time (excluding any Dissenting Shares) shall be converted into the right to receive US$1.96 in cash, without interest (the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h“Cash Consideration”), in each case to be issued or paid in accordance with Section 2.03.;
(iiiii) Each each share of the common stock, $.001 par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall remain as one issued and outstanding share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation StockCorporation.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior Notwithstanding anything contained herein to the Second Company Merger Effective Time (whichcontrary, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and any Dissenting Shares shall not include any shares of Company Stock that were not be converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) Cash Consideration, but shall automatically instead be converted into the right to receive one share such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to the provisions of New Charter Common Stock (the “New Charter Merger Consideration”). As Sections 92A.300 to 92A.500 of the Second Company Merger NRS. Each holder of Dissenting Shares who, pursuant to the provisions of Sections 92A.300 to 92A.500 of the NRS, becomes entitled to payment thereunder for such shares shall receive payment therefor or payment may be withheld in accordance with Sections 92A.300 to 92A.500 of the NRS. If, after the Effective Time, all any Dissenting Shares shall waive, withdraw or lose their status as Dissenting Shares, then, subject to the provisions of Sections 92A.300 to 92A.500 of the NRS, any such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number the Cash Consideration in respect of such shares of New Charter Common Stock equal as if such shares had never been Dissenting Shares, and Parent shall deliver to the holder thereof, as promptly as reasonably practicable following the satisfaction of the applicable conditions set forth in Section 1.7 , the Cash Consideration to which such holder would be entitled in respect thereof as if such shares had never been Dissenting Shares (and all such cash shall be deemed for all purposes of this Agreement to have become deliverable to such holder pursuant to Section 1.5(a)). The Company shall give Parent Merger Exchange Ratio (i) prompt notice of any demands for appraisal received by the “Parent Merger Consideration”)Company, withdrawals of such demands, and any other instruments served pursuant to the cash in lieu of fractional shares of New Charter Common Stock as specified below. As applicable provisions of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding NRS and shall automatically be canceled and retired and shall cease to existreceived by the Company, and shall thereafter represent only (ii) the right to receive participate in all negotiations and proceedings with respect to demands for appraisal under the Parent Merger Consideration and applicable provisions of the right to receive any dividends or other distributions pursuant to Section 2.03(h)NRS. The Company shall not, in each case to be issued or paid in accordance except with Section 2.03, without interest.
(ii) Each share the prior written consent of Parent Class A Common Stock held by Parent (which consent shall not be unreasonably withheld) or as treasury stock otherwise required under the applicable provisions of the NRS, voluntarily make any payment or owned directly by Parent immediately prior offer to the Parent Merger Effective Time shall be canceled and no make any payment shall be made with respect theretoto, or settle or offer to settle, any claim or demand in respect of any Dissenting Shares.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time by virtue of the First Company Merger and without any action on the part Time, each common share of the Company, Merger Subsidiary One or any holder of any capital stock of the $0.001 par value per share (a “Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iiiCommon Stock”), Section 2.02(a)(iv) issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance other than shares of doubt, shall exclude the Exchange Company Common Stock to be cancelled pursuant to Section 3.1(b) and any Dissenting Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, cancelled and extinguished and automatically converted into the right to receive receive, subject to any adjustment required pursuant to Section 3.1(g), either (i) if the following considerationUnis Closing Date has occurred, (A) $85.10 in cash, without interest (the consideration referred to in either clause (A“Base Cash Consideration”) or and (B), collectively) 0.0176 (such ratio, as modified by may be adjusted pursuant to Section 2.02(a)(v) and Section 2.02(a)(vi3.1(d), the “Company Merger ConsiderationBase Exchange Ratio”): (A) $100.00 in cash of a validly issued, fully paid and non-assessable share of Parent Common Stock (the “Company Option A Cash Base Stock Consideration”)) (and, and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(f)) (the Company Stock as specified belowconsideration payable in accordance with clause (i) of this Section 3.1(a), the “Company Option A Base Merger Consideration”) or (Bii) if the Unis Closing Date not occurred or the Unis Investment has been terminated, (A) $115.00 67.50 in cash cash, without interest (the “Company Option B Alternate Cash Consideration”) and (B) 0.2387 (such ratio, as may be adjusted pursuant to Section 3.1(d), the “Alternate Exchange Ratio”) of a validly issued, fully paid and a number non-assessable share of shares of the Company Surviving Corporation Parent Common Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Alternate Stock Consideration,” and together with the Company Option B Cash Consideration and the ”) (and, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 3.1(f)) (the Company Stock as specified belowconsideration payable in accordance with clause (ii) of this Section 3.1(a), the “Company Option B Alternate Merger Consideration”). As .
(b) All shares of Company Common Stock that are owned by the First Company as treasury shares and any shares of Company Common Stock owned by Parent, Merger Sub or any other direct or indirect Subsidiary of Parent or the Company shall, at the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and no consideration shall thereafter represent only be delivered in exchange therefor.
(c) At the Effective Time, each share of Company Common Stock converted into the right to receive the Company Merger Consideration pursuant to Section 3.1(a) shall be automatically cancelled and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (a “Certificate”) or (ii) shares of Company Common Stock held in book entry form (“Book Entry Shares”) shall cease to have any rights with respect thereto other than the right to receive any dividends receive, upon transfer of such Book Entry Shares or other distributions pursuant to Section 2.03(h), in each case to be issued or paid delivery of such Certificates in accordance with Section 2.033.2, the Merger Consideration, without any interest thereon, for each such share of Company Common Stock.
(iid) If at any time between the date of this Agreement and the Effective Time any change in the number of issued or outstanding shares of Company Common Stock or shares of Parent Common Stock shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any share dividend or share distribution (including any dividend or distribution of securities convertible into shares of Company Common Stock or Parent Common Stock) with a record date during such period, the amount of the Merger Consideration as provided in Section 3.1(a) shall be equitably adjusted to reflect such change. Nothing in this Section 3.1(d) shall be construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.
(e) Each share of common capital stock of Merger Subsidiary One Sub issued and outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of Company equivalent capital stock, of the Surviving Corporation StockCorporation.
(iiif) Each (i) No fraction of a share of Company Parent Common Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall will be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time issued by virtue of the Second Merger, but in lieu thereof, each holder of Company Merger Common Stock that would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder), shall, upon surrender of such holder’s Certificate(s) or Book Entry Share(s) or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.2(g), be entitled to receive a cash payment in lieu thereof, which payment shall (subject to Section 3.1(f)(i)) represent such holder’s proportionate interest in the net proceeds (after commissions, transfer taxes and without any action other out-of-pocket transaction costs, including customary expenses of the Exchange Agent in connection with such sale) from the sale by the Exchange Agent on behalf of such holders of the fractions of shares of Parent Common Stock that would otherwise be issued (the “Excess Shares”), which sales shall be executed from time to time as appropriate. The sales of Excess Shares by the Exchange Agent shall be executed on Nasdaq through one or more brokers nominated by Parent with the sale proceeds being remitted to the Exchange Agent as soon as practicable thereafter. Until the net proceeds of such sale have been distributed to the holders of Company Common Stock entitled thereto, the Exchange Agent will hold such proceeds as part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior Consideration Fund. Parent shall deliver to the Second Company Merger Effective Time Exchange Agent (which, or as the Exchange Agent may request from time to time) the Excess Shares for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid sale in accordance with this Section 2.03, without interest3.1(f)(i).
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Sub, the Company or Merger Subsidiary Oneany stockholder of the Company:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Capital Stock then held by the Company (or held in the Company’s treasury) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time no consideration shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (delivered in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.exchange therefor;
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the all shares of Company Surviving Corporation Capital Stock issued then held directly or to be issued in connection with the First Company indirectly by Parent or Merger and Sub shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03, without interest.exchange therefor;
(iic) Each membership unit except as provided in subsections “(a)” and “(b)” of Merger Subsidiary Two this Section 1.5 and subject to Sections 1.9, 1.10, 1.11, 1.12, 1.13 and 1.14, each share of Company Preferred Stock issued and outstanding immediately prior to the Second Company Merger Effective Time shall continue cease to remain outstanding as a membership unit be an existing and issued share of Merger Subsidiary Two Surviving Entity Company Preferred Stock, and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time be converted, by virtue of the Parent Merger and without any action on the part of Parentthe holders thereof, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
into the right to receive, without interest, an amount equal to: (i) Each in connection with the distribution on the Closing Date to the Participating Securityholders, the applicable Per Share Upfront Merger Consideration, (ii) in connection with the Seller Note Consideration Distribution, the applicable Per Share Seller Note Consideration, (iii) in the event that any Contingent Payment becomes due pursuant to Section 1.13, the Per Share Contingent Consideration with respect to such Contingent Payment, (iv) in connection with any positive Adjustment Amount (if any) pursuant to Section 1.10, the Per Share Adjustment Consideration, (v) in connection with the distribution of any portion of the Securityholders’ Representative Reserve to the Participating Securityholders (if any), the Per Share Representative Reserve Consideration with respect to such distribution, and (vi) in connection with any CR Sanjiu Payment, the Per Share CR Sanjiu Consideration with respect to such CR Sanjiu Payment.
(d) except as provided in subsections “(a)” and “(b)” of this Section 1.5 and subject to Sections 1.9, 1.10, 1.11, 1.12, 1.13 and 1.14, each share of Parent Class A Company Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than Time, including any share shares of Parent Class A Company Common Stock to be canceled issued in respect of Company Options that are automatically net exercised pursuant to Section 2.02(c)(ii)1.6, but subject to Section 1.6(b) with respect to Company Common Stock issued in respect of conversion of Company SAFEs, shall automatically cease to be converted an existing and issued share of Company Common Stock and shall be converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive a number of shares of New Charter Common Stock receive, without interest, an amount equal to (i) in connection with the Parent Merger Exchange Ratio (distribution on the “Parent Merger Consideration”)Closing Date to the Participating Securityholders, and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Per Share Upfront Merger Consideration and applicable to a share of Company Common Stock, (ii) in connection with the right to receive Seller Note Consideration Distribution, the applicable Per Share Seller Note Consideration, (iii) in the event that any dividends or other distributions Contingent Payment becomes due pursuant to Section 2.03(h1.13, the Per Share Contingent Consideration with respect to such Contingent Payment, (iv) in connection with any positive Adjustment Amount (if any) pursuant to Section 1.10, the Per Share Adjustment Consideration, (v) in connection with the distribution of any portion of the Securityholders’ Representative Reserve to the Participating Securityholders (if any), the Per Share Representative Reserve Consideration with respect to such distribution, and (vi) in each case connection with any CR Sanjiu Payment, the Per Share CR Sanjiu Consideration with respect to be issued or paid in accordance with Section 2.03, without interest.such CR Sanjiu Payment; and
(iie) Each each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit common stock, $0.0001 par value per share, of Merger Subsidiary Three Sub issued and outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit be converted into one share of validly issued, fully paid and nonassessable common stock of the Surviving Entity, such that immediately following the Effective Time, Parent Surviving Entity shall become the sole and shall constitute the only outstanding equity interests exclusive owner of all of the Parent issued and outstanding capital stock of the Company as the Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Chimerix Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary Oneholders thereof:
(ia) Except except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv3.1(b) and except for Dissenting SharesSection 3.5, each share of common stock of the Company, par value $0.0001 per share (the “Company Stock Common Stock”), issued and outstanding immediately prior to the First Company Merger Effective Time (whicheach such share other than any Canceled Share or Dissenting Share, for the avoidance of doubt, shall exclude the Exchange Sharesan “Eligible Share”) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive (subject to any applicable withholding Taxes): (i) the following considerationPer Share Stock Consideration (rounded up to the nearest whole share), without interest (ii) plus one Contingent Value Right, (iii) plus Distributions, if any, on the consideration referred Per Share Stock Consideration pursuant to, and in accordance with, Section 3.6, (iv) plus the total amount, if any, to in either clause be released to Indemnifying Stockholders pursuant to Section 3.4, divided by the total number of Eligible Shares outstanding as of immediately prior to the Effective Time, (Av) or plus the total amount, if any, to be released to Indemnifying Stockholders pursuant to Section 3.9, divided by the total number of Eligible Shares outstanding as of immediately prior to the Effective Time, (Bvi) plus the total amount, if any, to be released to Indemnifying Stockholders pursuant to Section 3.8, divided by the total number of Eligible Shares outstanding as of immediately prior to the Effective Time (sections (i) through (vi), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Per Share Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.; and
(iib) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one each share of Company Surviving Corporation Stock.
(iii) Each share of Company Common Stock held owned by the Company as treasury stock or owned by Ultimate Parent, Parent, Merger Sub or any Subsidiary One of the foregoing, in each case as of immediately prior to the First Company Merger Effective Time (including, without limitationcollectively, the Exchange “Canceled Shares”) shall automatically be canceled, canceled and cease to exist and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entityexchange therefor.
(c) At Subject to, and in reliance on, the Parent Merger Effective Time representations, warranties and covenants made by virtue each holder of Eligible Shares in the applicable letter of transmittal (in substantially the form attached hereto as Annex D), the issuance of the Parent Merger BHVN Common Shares in accordance with the terms of and without any action on the part bases of Parentthe representations and warranties set forth in this Agreement will be issued without registration under the Securities Act pursuant to Regulation D promulgated under the Securities Act and will bear a legend in substantially the following form: “THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, Merger Subsidiary Three or any holder of any capital stock or equity interests AS AMENDED (as applicableTHE “ACT”) of Parent or Merger Subsidiary Three:
AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) Each share of BIOHAVEN PHARMACEUTICAL HOLDING COMPANY, LTD. (THE “COMPANY”) HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.”
(d) The legend set forth in this Section 3.1 shall be removed from any BHVN Common Shares and the Ultimate Parent Class A Common Stock issued and outstanding immediately prior shall issue a certificate without such legend or any other legend to the holders of BHVN Common Shares or issue to such holders by electronic delivery upon the earliest of (i) the first date such BHVN Common Shares are sold pursuant to the Registration Statement described in Section 8.19, (ii) the first date such BHVN Common Shares are sold or transferred in compliance with Rule 144 under the Securities Act and the Ultimate Parent Merger Effective Time has received such customary certifications and other information as it shall have reasonably requested to demonstrate compliance of such transfer or sale with Rule 144 under the Securities Act (other than any share of including, if reasonably requested by the Ultimate Parent Class A or its transfer agent), and (iii) the first date such BHVN Common Stock Shares are eligible for sale under Rule 144 under the Securities Act, without the requirement for the Ultimate Parent to be canceled in compliance with the current public information required under Rule 144 under the Securities Act. Ultimate Parent shall be responsible for the fees of its transfer agent and all The Depositary Trust Company pursuant to the foregoing.
(e) Notwithstanding the provisions of Section 2.02(c)(ii)3.1(a) shall automatically be converted into and except as otherwise provided in Section 3.1(b) and Section 3.5, each Eligible Share issued to an investor who is not an “accredited investor” as defined in Rule 501(a) of Regulation D of the Securities Act as of the Closing Date, will not receive the right to receive a number of shares of New Charter Common Per Share Stock equal Consideration, but will instead receive from Parent consideration in cash equivalent to the Parent Merger Exchange Ratio (the “Parent Merger Per Share Stock Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Conversion of Shares. (a) At Each PN Share that is issued and outstanding immediately prior to the First Company Merger Effective Time (other than Shares held by MC or any Subsidiary (as defined in Section 3.1) of MC) shall, by virtue of the First Company Merger and without any action on the part of the Companyholder thereof, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (Ai) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a such number of shares of the Company Surviving Corporation Stock duly authorized, validly issued, fully paid and nonassessable MC Shares equal to the Option A Effective Exchange Conversion Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash as defined in lieu of Section 2.2) plus (ii) cash, if any, for fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions MC Shares pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
2.3(f) (ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitationcollectively, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than "Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation StockConsideration").
(b) At Each PN Share (i) held in the Second Company Merger treasury of PN or by any Subsidiary of PN and (ii) held by MC or any Subsidiary of MC immediately prior to the Effective Time shall, by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporationholder thereof, be canceled and retired and cease to exist, and no Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:Consideration shall be issued in respect thereof.
(ic) Each share of Company Surviving Corporation Stock Any rights to receive a PN Share which is required to be issued, and has not been issued and outstanding immediately prior to the Second Company Merger Effective Time, pursuant to Section 2.b of the Memorandum of Understanding dated May 14, 1997 ("Plaintiffs' Settlement"), between certain classes of Plaintiffs ("Plaintiff Class") and certain defendants in the litigation in In re ProNet Inc. 1934 Act Securities Litigation, Master File No. 3-96CV2116-P (N.D.Tex.); In re ProNet Inc. 1933 Act Securities Litigation, Master File No. 3-96CV1795-P (N.D. Tex.); and Geatxxx Xxxxxxx, xx al. v. ProNet Inc., et al., No. 96-06509 (D.Ct., 14th Dist., Tex.) (collectively, the "Plaintiffs' Litigation") shall be converted at the Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company same Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right as an outstanding PN Share is entitled to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”under Section 2.1(a). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.MC agrees
Appears in 1 contract
Samples: Merger Agreement (Metrocall Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger -------------------- and without any action on the part of the CompanySpeer, Merger Subsidiary One or any holder of any capital stock of Corporation, the Company or Merger Subsidiary Onethe holders of any of the foxxxxxng securities:
(ia) Except each issued and outstanding share of the Company's common stock, par value $0.001 per share ("Company Common Stock"), held by the Company as otherwise treasury stock ("Treasury Shares") or held by Merger Corporation (collectively, "Merger Corporation Shares") shall be canceled and retired and shall cease to exist, and no payment or consideration shall be made with respect thereto;
(b) each issued and outstanding share of Company Common Stock, other than any Dissenting Shares (as defined and to the extent provided in Section 2.02(a)(iii1.8 below), Section 2.02(a)(iv) Treasury Shares and except for Dissenting Merger Corporation Shares (collectively, "Excluded Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt"), shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the following consideration(the "Merger Consideration"): (i) an amount in cash, without interest interest, equal to $0.65 (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A "Cash Consideration”Payment"), and a number of shares of (ii) the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio Per Share Contingent Payment (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash as defined in lieu of fractional shares of the Company Stock as specified Section 1.9, below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of At the First Company Merger Effective Time, all such issued and outstanding shares of Company Common Stock other than the Excluded Shares (the "Converted Shares") shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any Converted Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Consideration, without interest except as provided in Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.1.9 hereof; and
(iic) Each each issued and outstanding share of common capital stock of Merger Subsidiary One Corporation shall remain outstanding immediately prior to the First Company Merger Effective Time and shall not be canceled or converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestMerger.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Sub, the Company or Merger Subsidiary Oneany stockholder of the Company:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such any shares of Company Capital Stock then held by the Company (or held in the Company’s treasury) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time no consideration shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (delivered in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.exchange therefor;
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Capital Stock that were not converted into the right to receive the Company then held by Parent, Merger Consideration pursuant to Section 2.02(a)(i)) Sub or any other Subsidiary of Parent shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03, without interest.exchange therefor;
(iic) Each membership unit except as provided in subsections “1.5(a)” and “1.5(b)” of Merger Subsidiary Two this Section 1.5 and subject to withholdings and adjustments as set forth in Section 1.8(b) and Sections 1.11, 1.12, 1.13 and 1.15:
(i) each share of Company Common Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (except for Dissenting Shares) shall continue cease to remain outstanding as a membership unit be an existing and issued share of Merger Subsidiary Two Surviving Entity Company Capital Stock, and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time be converted, by virtue of the Parent Merger and without any action on the part of Parentthe holders thereof, Merger Subsidiary Three or any holder into the right to receive, without interest, an amount in cash equal to (A) the Per Share Common Closing Consideration, plus (B) the applicable portion of any capital stock or equity interests (Post-Closing Consideration, as applicable) of Parent or Merger Subsidiary Three:and when due;
(iii) Each each share of Parent Class A Common Series 3 Preferred Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any except for Dissenting Shares) shall cease to be an existing and issued share of Parent Class A Common Stock to Company Capital Stock, and shall be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03receive, without interest.
, an amount in cash equal to (iiA) Each share the Per Share Series 3 Liquidation Amount plus (B) the Per Share Common Closing Consideration, plus (C) the applicable portion of Parent Class A Common Stock held by Parent any Post-Closing Consideration, as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.when due;
(iii) Each membership unit each share of Merger Subsidiary Three Series 4 Preferred Stock issued and outstanding immediately prior to the Parent Effective Time (except for Dissenting Shares) shall cease to be an existing and issued share of Company Capital Stock, and shall be converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive, without interest, an amount in cash equal to (A) the Per Share Series 4 Liquidation Amount plus (B) the Per Share Common Closing Consideration, plus (C) the applicable portion of any Post-Closing Consideration, as and when due;
(iv) each share of Series 5 Preferred Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares) shall cease to be an existing and issued share of Company Capital Stock, and shall be converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive, without interest, an amount in cash equal to (A) the Per Share Series 5 Liquidation Amount plus (B) the Per Share Common Closing Consideration, plus (C) the applicable portion of any Post-Closing Consideration, as and when due;
(v) each share of Series 6 Preferred Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares) shall cease to be an existing and issued share of Company Capital Stock, and shall be converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive, without interest, an amount in cash equal to (A) the Per Share Series 6 Liquidation Amount plus (B) the Per Share Common Closing Consideration, plus (C) the applicable portion of any Post-Closing Consideration, as and when due;
(d) each share of the common stock, $.0001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall continue cease to remain outstanding as a membership unit be an existing and issued share of Company Capital Stock, and shall be converted, by virtue of the Parent Surviving Entity Merger and shall constitute without any action on the only outstanding equity interests part of its holder into one share of validly issued, fully paid and nonassessable common stock of the Surviving Corporation, such that immediately following the Effective Time, Parent shall become the sole and exclusive owner of all of the issued and outstanding capital stock of the Company as the Surviving EntityCorporation.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held in the Seller's treasury or by any of the Seller's Subsidiaries) shall, by virtue of the First Company Merger and without any action on the part of the CompanyBuyer, Merger Subsidiary One the Seller or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B)thereof, the “Election”), in accordance with the procedures set forth in Section 2.03, be converted into and shall become the right to receive the following consideration, without interest an amount in cash equal to $2.25 (the consideration referred to in either clause (A) or (B"Merger Consideration"), collectively, as modified by which shall be payable in accordance with Section 2.02(a)(v2.9(b).
(b) and Section 2.02(a)(vi), At the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares each outstanding membership interest in the Buyer shall remain outstanding.
(c) At the Effective Time, each Share held in the treasury of Company Stock shall no longer be outstanding the Seller and shall automatically each Share held by any Subsidiary of the Seller shall, by virtue of the Merger and without any action on the part of the Buyer, the Seller or the holder thereof, be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company no Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made delivered with respect thereto.
(ivd) Each share of Company Stock held by Notwithstanding any direct or indirect wholly owned Subsidiary of provision in this Agreement to the Company or any direct or indirect wholly owned Subsidiary of Parent (in each casecontrary, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) Shares shall have the right to dissent in the manner provided in Section 262 of the Company Surviving Corporation or DGCL, and if all necessary requirements of the DGCL are met and the Merger Subsidiary Two:
is consummated, such Shares shall be entitled to payment of the fair value of such Shares in accordance with the provisions of the DGCL ("Dissenting Shares"); provided, however, that (i) Each share if any holder of Company Surviving Corporation Stock issued and outstanding immediately prior to Dissenting Shares shall subsequently withdraw such holder's demand for appraisal of such shares within sixty (60) days of the Second Company Merger Effective Time (whichTime, for the avoidance of doubtor, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger written consent of the Surviving Entity, any time thereafter, or (ii) if any holders fail to follow the procedures for establishing such holder's entitlement to appraisal rights as provided in the DGCL, the right to appraisal of such Shares shall be forfeited and each such Share shall not include any shares of Company Stock that were not thereupon be deemed to have been converted into the right to receive the Company Merger Consideration pursuant and to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As have become exchangeable for, as of the Second Company Merger Effective Time, all the Merger Consideration such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right holder would have been entitled to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interesthad such holder not exercised dissenters' rights.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Uni Marts Inc)
Conversion of Shares. (a) At Subject to Section 1.8, at the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyBuyer, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Sharesany Stockholder of the Company, each share of Company Common Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share the right to receive (1) 204.59 shares of Company Surviving Corporation common stock (par value $0.01 per share) of Buyer ("Buyer Common Stock.
") (iii) Each share the "Stock Consideration"), provided that any fractional shares of Company Buyer Common Stock held by created thereby shall instead constitute the Company as treasury stock or owned by Merger Subsidiary One immediately prior right to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceledreceive cash, and no payment shall be made with respect thereto.
(iv2) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of $1,333.33 in cash (the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock"Cash Consideration").
(b) At the Second Company Merger Effective Time by virtue Closing, the documents, certificates and instruments described in Sections 6 and 7 shall be executed and delivered to the applicable party and, subject to the satisfaction or waiver, if permissible, of the Second Company Merger conditions set forth in Section 6, and without any action on subject to the part provisions regarding Escrow set forth in Section 1.4(d), Buyer shall deliver the Stock Consideration and the Cash Consideration (by federal bank wires or by delivery of bank certified checks) to the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:Stockholders.
(ic) Each share If any shares of Company Surviving Corporation Common Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (whichare unvested or are subject to a repurchase option, for risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the avoidance of doubtCompany, shall only include then the shares of Company Surviving Corporation Buyer Common Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all exchange for such shares of Company Surviving Corporation Common Stock shall no longer will also be outstanding unvested and shall automatically be canceled and retired and shall cease subject to existthe same repurchase option, risk of forfeiture or other condition, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to certificates representing such shares of Buyer Common Stock may accordingly be issued or paid in accordance marked with Section 2.03, without interestappropriate legends.
(iid) Each membership unit of Merger Subsidiary Two outstanding immediately prior Notwithstanding anything to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests contrary contained in this Agreement, 38,360 shares of the Merger Subsidiary Two Surviving Entity.
Stock Consideration shall be deposited by Buyer in Escrow pursuant to the Escrow Agreement substantially in the form attached hereto as EXHIBIT D (cthe "Escrow Agreement") At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock rather than issued and outstanding immediately prior delivered to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)Stockholders) shall automatically be converted into at the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding any Shares held immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to (or held in the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”Company’s treasury) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange therefor;
(ii) Each share of common stock of Merger Subsidiary One outstanding any Shares held immediately prior to the First Company Merger Effective Time by Parent or Purchaser shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be converted into and become one share of Company Surviving Corporation Stock.delivered in exchange therefor;
(iii) Each share of Company Stock any Shares held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary OnePurchaser) or of the Company shall be converted into and become one share such number of Company shares of stock of the Surviving Corporation Stock.such that each such Subsidiary shall own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time and no other consideration shall be delivered in exchange therefor;
(biv) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (except as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
provided in clauses (i), (ii) Each share of Company Surviving Corporation Stock issued and (iii) above and subject to Section 2.5(b), each Share outstanding immediately prior to the Second Company Merger Effective Time (whichother than any Dissenting Shares, for the avoidance of doubt, which shall have only include the shares of Company Surviving Corporation Stock issued or to those rights set forth in Section 2.7) shall be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock Offer Price (the “New Charter Merger Consideration”). As , in each case in cash, without any interest thereon and subject to any applicable withholding Tax in accordance with Section 2.6(e); and
(v) each share of the Second Company Merger common stock, $0.01 par value per share, of Purchaser then outstanding shall be converted into one share of common stock of the Surviving Corporation. From and after the Effective Time, subject to Section 2.5(a)(iii), all such shares of Company Surviving Corporation Stock Shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each applicable holder of such Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the New Charter Merger Consideration and therefor upon the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid surrender of such shares of Company Common Stock in accordance with Section 2.03, without interest2.6.
(iib) Each membership unit If, between the date of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), this Agreement and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such the outstanding Shares are changed into a different number or class of shares by reason of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existany stock split, and shall thereafter represent only division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment appropriately adjusted; provided, that nothing in this Section 2.5(b) shall be made with respect theretoconstrued to permit the Company to take any action that is prohibited by the terms of this Agreement.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
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Conversion of Shares. (a) At As of the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of Purchaser, Acquisition Subsidiary, the Company, Merger Subsidiary One Company or any holder Stockholder:
(a) any shares of Capital Stock then held by the Company or any capital stock wholly owned Subsidiary of the Company (or Merger Subsidiary One:
(i) Except as otherwise provided held in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange SharesCompany's treasury) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange therefor;
(iib) Each share any shares of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Capital Stock.
(iii) Each share of Company Stock , if any, then held by the Company as treasury stock Purchaser, Acquisition Subsidiary or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect other wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) Purchaser shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.exchange therefor;
(c) At the Parent Merger Effective Time by virtue of the Parent Merger except as provided in subsections (a) and without any action on the part of Parent(b) above and subject to Section 1.03 and subsection (d) below, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each each share of Parent Class A Common Capital Stock issued and then outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a its pro rata share of the Merger Consideration calculated as the product of (x) one divided by the total number of shares of New Charter Common Capital Stock outstanding immediately prior to the Effective Time multiplied by (y) the Merger Consideration. The Net Merger Consideration shall be payable in accordance with the procedures set forth in the Paying Agent Agreement and the balance of the Merger Consideration shall be payable in accordance with the procedures set forth in the Indemnification Escrow Agreement and the Paying Agent Agreement, respectively;
(d) a portion of the Merger Consideration that each Stockholder has the right to receive pursuant to Section 1.02(c) above shall be contributed to the Indemnification Escrow Account (in accordance with Section 1.01(a)) on behalf of each Stockholder, and such Stockholder's pro rata portion of the Indemnification Escrow Amount shall be equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu total number of fractional shares of New Charter Common Capital Stock as specified below. As held by such Stockholder immediately prior to the Effective Time divided by the total number of shares of Capital Stock held by all Stockholders immediately prior to the Effective Time multiplied by the Indemnification Escrow Amount;
(e) each of the Parent shares of the common stock, .01 par value per share, of Acquisition Subsidiary then outstanding shall be converted into one share of common stock of the Surviving Corporation;
(f) the aggregate amount of cash each Stockholder is entitled to receive for such Stockholder's shares of Capital Stock in the Merger shall be rounded to the nearest whole cent; and
(g) from and after the Effective Time, all such the holders of certificates representing shares of Parent Class A Common Capital Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existhave any rights with respect to such certificates or such Capital Stock, and shall thereafter represent only except the right to receive the Parent Merger Consideration and the right to receive or any dividends or other distributions rights that may attach pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made DGCL with respect theretoto Dissenting Shares.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At Each issued and outstanding share of Company Common Stock immediately prior to the First Company Merger Effective Time (other than shares of Company Common Stock to be cancelled as set forth in Section 2.6(b) and 2.6(c)) shall, by virtue of the First Company Merger and without any action on the part of the Companyholder thereof, Merger Subsidiary One or any be converted into, exchanged for and represent the right to receive an amount equal to $15.00 per Share (the "PER SHARE AMOUNT") in cash (the "SHARES CONSIDERATION"), payable, without interest, to the holder of any capital stock such Share, upon surrender, in the manner described below, of the Company or Merger Subsidiary One:certificate that formerly evidenced such Share.
(ib) Except Each Share and Preferred Share (as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(ivdefined below) issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance which is then owned beneficially or of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified record by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company Parent or any direct or indirect wholly owned Subsidiary of Parent (in each caseshall, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporationholder thereof, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive without any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entityconversion thereof.
(c) At Each Share and Preferred Share (as defined below) held in Company's treasury immediately prior to the Parent Merger Effective Time shall, by virtue of the Parent Merger, be cancelled and retired and cease to exist, without any conversion thereof.
(d) Each issued and outstanding share of Series D Preferred Stock, par value $.01 per share (the "SERIES D STOCK"), Series I 6% Cumulative Convertible Preferred Stock, par value $.01 per share (the "CONVERTIBLE PREFERRED STOCK"), and Series J Special Preferred Stock, par value $.01 per share (the "SPECIAL PREFERRED STOCK"), of Company (all such shares of Preferred Stock being hereafter collectively referred to as the "PREFERRED SHARES") immediately prior to the Effective Time (other than the Preferred Shares to be cancelled as set forth in Section 2.6(b) and 2.6(c)) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subsidiary Three or any be converted into, exchanged for and represent the right to receive an amount equal to $15.00 per share of the Series D Stock, $251.21 per share of the Convertible Preferred Stock and $109.44 per share of the Special Preferred Stock (all such amounts collectively, the "PREFERRED PER SHARE AMOUNT") in cash (the "PREFERRED SHARES CONSIDERATION"; the Shares Consideration and the Preferred Shares Consideration collectively, the "MERGER CONSIDERATION"), payable, without interest, to the holder of any capital stock or equity interests (as applicable) such Preferred Share, upon surrender in the manner described above of Parent or Merger Subsidiary Three:the certificate that formerly evidenced such Preferred Share.
(ie) Each share of Parent Class A Common Stock Notwithstanding anything in this Section 2.6 to the contrary, Shares which are issued and outstanding immediately prior to the Parent Merger Effective Time and which are held by any stockholder of Company who has not voted such shares in favor of the Merger and who shall have properly exercised its rights of appraisal for such shares in the manner provided by the GCL (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)the "DISSENTING SHARES") shall automatically not be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer or be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only exchangeable for the right to receive the Parent Merger Consideration Consideration, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost his right to appraisal and payment, as the case may be. If such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right, his shares shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03the Merger Consideration, without interest.
any interest thereon. Company shall give Parent prompt notice of any Dissenting Shares (iiand shall also give Parent prompt notice of any withdrawals of such demands for appraisal rights) Each share and Parent shall have the right to direct all negotiations and proceedings with respect to any such demands. Neither Company nor the Surviving Corporation shall, except with the prior written consent of Parent Class A Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for appraisal rights. Stockholders of Company who shall have perfected their right of appraisal and not withdrawn or otherwise lost such right of appraisal, shall be entitled to receive payment of the appraised value of the shares of Company Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to them in accordance with the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit provisions of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit Section 262 of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving EntityGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Shared Technologies Fairchild Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of any party:
(a) Each share of the Company’s 12% Cumulative Participating Preferred Stock, Series B, par value $0.01 per share (the “Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (but excluding any such shares held immediately prior to the Effective Time by the Company as treasury stock or by any wholly owned Subsidiary of the Company or by the Purchaser or the Merger Sub and excluding any Dissenting Shares) shall be converted into the right to receive, without interest, (i) in cash at the Closing, the greater of (x) the Series B Liquidation Value and (y) such share’s Closing Conversion Value, in either case which shall be payable to the holder thereof in accordance with Section 1.04, plus (ii) such share’s Additional Per Share Consideration, if any (subject to, and without limiting any rights or remedies of the Indemnified Parties under this Agreement or otherwise as a result of, the obligation of the Stockholder that owns such share immediately prior to the Effective Time to return to the applicable Indemnified Parties the amount so received as a result of such conversion to the extent such Stockholder has, at any time and from time to time, any unsatisfied payment obligations to such Indemnified Parties pursuant to, and subject to the terms and conditions of, Article IX). The aggregate consideration to which holders of shares of Series B Preferred Stock become entitled in respect of such shares pursuant to clause (i)(x) of this Section 1.02(a) is referred to herein as the “Series B Liquidation Amount,” which for the avoidance of doubt shall be equal to zero in the event the Closing Conversion Value exceeds the Series B Liquidation Value for all shares of Series B Preferred Stock. For the avoidance of doubt, the amount payable pursuant to this Section 1.02(a) may be zero, in which case the shares of Series B Preferred Stock issued outstanding immediately prior to the Effective Time shall be canceled and no consideration shall be paid with respect thereto.
(b) Each share of the Company’s 16% Cumulative Participating Preferred Stock, Series C, par value $0.01 per share (the “Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (but excluding any such shares held immediately prior to the Effective Time by the Company as treasury stock or by any wholly owned Subsidiary One of the Company or by the Purchaser or the Merger Sub and excluding any Dissenting Shares) shall be converted into the right to receive, without interest, (i) in cash at the Closing, the greater of (x) the Series C Liquidation Value and (y) such share’s Closing Conversion Value, in either case which shall be payable to the holder thereof in accordance with Section 1.04, plus (ii) such share’s Additional Per Share Consideration, if any (subject to, and without limiting any rights or remedies of the Indemnified Parties under this Agreement or otherwise as a result of, the obligation of the Stockholder that owns such share immediately prior to the Effective Time to return to the applicable Indemnified Parties the amount so received as a result of such conversion to the extent such Stockholder has, at any time and from time to time, any unsatisfied payment obligations to such Indemnified Parties pursuant to, and subject to the terms and conditions of, Article IX). The aggregate consideration to which holders of shares of Series C Preferred Stock become entitled in respect of such shares pursuant to clause (i)(x) of this Section 1.02(b) is referred to herein as the “Series C Liquidation Amount,” which for the avoidance of doubt shall be equal to zero in the event the Closing Conversion Value exceeds the Series C Liquidation Value for all shares of Series C Preferred Stock. For the avoidance of doubt, the amount payable pursuant to this Section 1.02(b) may be zero, in which case the shares of Series C Preferred Stock issued outstanding immediately prior to the Effective Time shall be canceled and no consideration shall be paid with respect thereto.
(c) Each share of the Company’s 16% Cumulative Participating Preferred Stock, Series D, par value $0.01 per share (the “Series D Preferred Stock”) issued and outstanding immediately prior to the Effective Time (but excluding any such shares held immediately prior to the Effective Time by the Company as treasury stock or by any wholly owned Subsidiary of the Company or by the Purchaser or the Merger Sub and excluding any Dissenting Shares) shall be converted into the right to receive, without interest, (i) in cash at the Closing, the greater of (x) the Series D Liquidation Value and (y) such share’s Closing Conversion Value, in either case which shall be payable to the holder thereof in accordance with Section 1.04, plus (ii) such share’s Additional Per Share Consideration, if any (subject to, and without limiting any rights or remedies of the Indemnified Parties under this Agreement or otherwise as a result of, the obligation of the Stockholder that owns such share immediately prior to the Effective Time to return to the applicable Indemnified Parties the amount so received as a result of such conversion to the extent such Stockholder has, at any time and from time to time, any unsatisfied payment obligations to such Indemnified Parties pursuant to, and subject to the terms and conditions of, Article IX). The aggregate consideration to which holders of shares of Series D Preferred Stock become entitled in respect of such shares pursuant to clause (i)(x) of this Section 1.02(c) is referred to herein as the “Series D Liquidation Amount,” which for the avoidance of doubt shall be equal to zero in the event the Closing Conversion Value exceeds the Series D Liquidation Value for all shares of Series D Preferred Stock. For the avoidance of doubt, the amount payable pursuant to this Section 1.02(c) may be zero, in which case the shares of Series D Preferred Stock issued outstanding immediately prior to the Effective Time shall be canceled and no consideration shall be paid with respect thereto.
(d) Each share of the Company’s Common Stock, par value $0.01 per share, including Restricted Shares and shares of Common Stock issued under Section 1.06 for Exchangeable Shares (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (but excluding any such shares held immediately prior to the Effective Time by the Company as treasury stock or by any wholly owned Subsidiary of the Company or by the Purchaser or the Merger Sub and excluding any Dissenting Shares), shall be converted into the right to receive in cash at the Closing, without interest, an amount equal to the Per Share Portion multiplied by the Closing Common Merger Consideration, which shall be payable to the holder thereof in accordance with Section 1.04, plus (ii) such share’s Additional Per Share Consideration, if any (subject to, and without limiting any rights or remedies of the Indemnified Parties under this Agreement or otherwise as a result of, the obligation of the Stockholder that owns such share immediately prior to the Effective Time to return to the applicable Indemnified Parties the amount so received as a result of such conversion to the extent such Stockholder has, at any time and from time to time, any unsatisfied payment obligations to such Indemnified Parties pursuant to, and subject to the terms and conditions of, Article IX). For the avoidance of doubt, the amount payable pursuant to this Section 1.02(d) may be zero, in which case the shares of Common Stock issued outstanding immediately prior to the Effective Time shall be canceled and no consideration shall be paid with respect thereto. The aggregate consideration to which holders of Common Stock and Preferred Stock become entitled at the Closing pursuant to Sections 1.02(a) through 1.02(d), inclusive, (together with the Canada Dividend Amount) is referred to herein as the “Merger Consideration.” The Common Stock, the Preferred Stock and all other series and classes of capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration are sometimes referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, herein collectively as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger ConsiderationStock.”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iiie) Each share of Company Stock held immediately prior to the Effective Time by the Company as treasury stock or by any wholly owned Subsidiary of the Company or by the Purchaser or the Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) Sub shall be canceled, canceled and extinguished and no payment shall be made with respect thereto.
(ivf) Notwithstanding any provision of this Agreement to the contrary, Dissenting Shares shall not be converted into or represent the right to receive any portion of the Merger Consideration or any Additional Per Share Consideration. Each holder of Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares, unless and until such holder fails to perfect or effectively withdraws or otherwise loses its appraisal rights under the DGCL. All Dissenting Shares held by Stockholders that shall have failed to perfect or that effectively shall have withdrawn or lost their right to appraisal of such shares of Company Stock under the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive (i) the consideration to which such Stockholders become entitled at the Closing pursuant to Sections 1.02(a) through 1.02(d), without interest, in accordance with Section 1.04, plus (ii) such share’s Additional Per Share Consideration. The Company shall give the Purchaser (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other related instruments served pursuant to the DGCL and received by the Company and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Purchaser and the Company shall keep one another reasonably informed regarding any such negotiations, proceedings or demands and shall give due consideration to the other’s advice with respect thereto. The Company shall not, except with the prior written consent of the Purchaser, which shall not be unreasonably withheld, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.
(g) From and after the Effective Time, the holders of Company Stock (whether or not represented by certificates evidencing ownership of Company Stock) outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Stock except as otherwise provided for herein or under applicable Law. The portion of the Merger Consideration and the Additional Per Share Consideration paid or payable pursuant to Section 1.02 in respect of shares of Company Stock shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Stock, and from and after the Effective Time there shall be no further registration of transfer on the records of the Surviving Corporation of shares of Company Stock that were outstanding immediately prior to the Effective Time.
(h) Each share of the Merger Sub’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non‑assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any shares of common stock shall continue to evidence ownership of such share of common stock of the Surviving Corporation.
(i) In the event that the Closing Conversion Value of any share of Preferred Stock (other than any share held immediately prior to the Effective Time by the Company Stock held as treasury stock or by any direct or indirect wholly owned Subsidiary of the Company or any direct by the Purchaser or indirect wholly owned Subsidiary the Merger Sub) would exceed the Liquidation Value of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one such share as of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only then the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to that such share of Preferred Stock would be convertible into (as set forth in the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu definition of fractional shares of New Charter Common Stock as specified below. As Closing Conversion Value) shall be deemed outstanding for purposes of the Parent Merger Effective Time, all such shares definition of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestPer Share Portion.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three Sub 1, the Company, the holders of any securities of the Company or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Threeother Person:
(ia) Each each share of Parent Class A Common Company Stock issued and outstanding immediately prior to the Parent Merger Effective Time (each a “Company Share”) (other than any share of Parent Class A Common Stock (x) Company Shares to be canceled cancelled pursuant to Section 2.02(c)(ii)2.04(b)(i) shall automatically (the “Excluded Shares”) and (y) the Hook Stock Shares) shall, subject to Section 2.05 and Section 2.10, be converted into the right to receive the following consideration:
(i) each Company Share with respect to which an election to receive a number combination of shares of New Charter Common Stock equal stock and cash (a “Mixed Election”) has been effectively made and not revoked or lost pursuant to the Parent Merger Exchange Ratio Section 2.05 (the each, a “Parent Merger ConsiderationMixed Consideration Electing Share”), ) and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock each Non-Electing Company Share shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only converted into the right to receive the combination (which combination shall hereinafter be referred to as the “Mixed Consideration”) of (x) $28.25 in cash (the “Per Share Cash Amount”) and (y) 0.5833 shares of validly issued, fully paid and non-assessable shares of Parent Merger Consideration Common Stock (the “Mixed Election Stock Exchange Ratio”);
(ii) each Company Share with respect to which an election to receive only cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 2.05 (each, a “Cash Electing Company Share”) shall be converted (provided that the Available Cash Election Amount equals or exceeds the Cash Election Amount) into the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03cash, without interest.
, an amount (iirounded to two decimal places) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior (the “Per Share Cash Election Consideration”) equal to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
sum of (iiii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.Per Share Cash Amount plus
Appears in 1 contract
Samples: Merger Agreement (Eaton Vance Corp)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, the Company, Merger Subsidiary Three Sub or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Threethe Company:
(ia) Each each two (2.00) shares of Common Stock, $.001 par value, of the Company ("Company Common Stock") issued and outstanding at the Effective Time, subject to the terms and conditions of this Agreement, shall be converted, without any further action, into the right to receive, and become exchangeable for, one (1.00) share (the "Exchange Ratio") of Common Stock, $.001 par value, of Parent ("Parent Common Stock");
(b) each unexercised Class A Common Stock Warrant, exercisable at $5.00 per share, callable when the Common Stock trades at or above $7.00 per share and expiring on July 31, 2003 of the Company (the "Class A Warrants") issued and outstanding immediately prior at the Effective Time, subject to the Parent Merger Effective Time (other than any share terms and conditions of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) this Agreement, shall automatically be converted without any further action, on a one-for-one basis, into the right to receive and become exchangeable for, a warrant (the "Parent Warrants") to purchase an equal number of shares of Parent Common Stock. Each Parent Warrant shall maintain the same terms and conditions set forth by the Company for the Class A Warrants will be exercisable at $5.00, callable at $7.00 and expire on July 31, 2003;
(c) each option to purchase shares of Company Common Stock (the "Company Options") issued pursuant to the Company's 1995 Employee Stock Option Plan, as amended (the "Company Plan"), but exclusive of the 5,300,000 options granted in December 1998 in connection with the terminated merger with Orbit Network Inc. (the "Orbit Options"), all of which issued and outstanding Company Options are set forth on Schedule 1.6(c) hereto shall, at the Effective Time, except the Orbit Options as defined below, be assumed by Parent and shall constitute an option to acquire, on the same terms and conditions as were applicable under such assumed Company Option, a number of shares of New Charter Parent Common Stock equal to the Parent Merger Exchange Ratio set forth in Section 1.6(a) above, and giving a corresponding doubling of such options' exercise price. The above-mentioned 5,300,000 Orbit Options shall be canceled at the Effective Time in exchange for options ("Parent Options") to acquire an aggregate of: (i) 600,000 registered shares of Parent Common Stock at $2.00 per share exercisable in three equal one-third increments commencing 91 days, 181 days and 271 days after the Effective Time; and (ii) 1,100,000 registered shares of Parent Common Stock at $5.00 per share exercisable in eight equal one-eighth increments commencing on the 91st day following the Effective Time, and each 90 days thereafter an additional one-eighth, ending two years thereafter. All shares of Parent Common Stock issuable upon exercise of the 1,700,000 Parent Options shall be registered with the Securities and Exchange Commission at or before the Effective Time, however, subject to the above-described quarterly lock-up periods. In any event, the first quarterly period shall commence on the first day, when legally permitted and each subsequent quarter shall commence 90 days thereafter.. In the event that any or all of such underlying shares of Parent Common Stock are not registered on a timely basis, the exercise period(s) of such Parent Options shall be extended on a day for day basis until they are so registered. These 1,700,00 Parent Options plus the Company Options shall hereinafter collectively be referred to as the "Company Options." As soon as practicable following the Effective Time, but in no event later than three (3) days following the Effective Time, Parent shall deliver to holders of Company Options appropriate option agreements (the “"Parent Merger Consideration”Options") representing the right to acquire shares of Parent Common Stock as constitutes the economic equivalent of the Company Common Stock such holders would have received prior to the Effective Time upon the exercise of such Company Options, and otherwise on the same terms and conditions as contained in the outstanding Company Options. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Company Options assumed in accordance with this Section 1.6(c).
(d) except for such Company Options set forth in Section 1.6(c) above and except for such other rights to purchase or acquire Company Common Stock as are listed on Schedule 1.6(d) hereto (the "Other Rights"), there are no other options, warrants or rights to purchase Company Common Stock outstanding on the date hereof. The Company shall use its best efforts to encourage the holders of Other Rights to exercise such Other Rights prior to the Effective Time. Parent shall assume the obligations of the Company arising with respect to the Other Rights not exercised prior to the Effective Time and that survive the Merger such that the holders of such Other Rights shall receive, if and when issued in accordance with the terms of such Other Rights, such amount of Parent Common Stock as constitutes the economic equivalent of the Company Common Stock such holders would have received prior to the Effective Time upon the exercise of such Other Rights converted into Parent Common Stock at the Exchange Ratio.
(e) each issued and outstanding share of Common Stock, $.001 par value, of Merger Sub ("Merger Sub Common Stock") shall be converted into one share of Common Stock, $.001 par value, of Surviving Corporation ("Surviving Corporation Common Stock"). Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of Surviving Corporation Common Stock and the cash Parent shall be the sole stockholder of Merger Sub;
(f) no fraction of a share of Parent Common Stock, will be issued, but in lieu thereof, each holder of shares of Company Common Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of New Charter Parent Common Stock as specified below. As of the Parent Merger Effective Time, all to be received by such shares of Parent Class A Common Stock holder) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right entitled to receive from Parent an amount of cash, without interest (rounded to the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(hnearest whole cent), in each case equal to be issued or paid in accordance with Section 2.03the product of (i) such fraction, without interest.
multiplied by, (ii) Each the average closing bid price of a share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent for the five (5) consecutive trading days ending on the trading day immediately prior to the Closing Date, as reported on the OTC Electronic Bulletin Board or any exchange on which the Parent Merger Effective Time Common Stock may then be traded. A fractional interest shall be canceled and no payment shall be made not entitle the owner thereof to vote such interest or to any other rights as a security holder with respect thereto.to such interest; and
(iiig) Each membership unit of the Company Options, the Company Common Stock and the Class A Warrants being exchanged pursuant to this Merger Subsidiary Three outstanding immediately prior are sometimes collectively referred to herein as the "Company Securities." The Parent Common Stock, the Parent Warrants and the Parent Options to be issued in exchange for the Company Securities pursuant to the Merger are sometimes collectively referred to herein as the "Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving EntitySecurities."
Appears in 1 contract
Conversion of Shares. (a) At Subject to the First Company Merger provisions of this Article 3, at the Effective Time Time, by virtue of the First Company Merger and without any action on the part of Interim, Norrxxx, Xxb or the Company, Merger Subsidiary One or any holder shareholders of any capital stock of the Company or Merger Subsidiary Oneforegoing:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(iia) Each share of common capital stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock Interim issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for will remain issued and outstanding from and after the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(ib) Each share of Parent Class A Sub Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time shall remain issued and outstanding from and after the Effective Time
(other than any c) Each share of Parent Class A Common Stock Norrxxx Xxxmon Stock, excluding shares held by any Norrxxx Xxxity or any Interim Entity, issued and outstanding immediately prior to the Effective Time will cease to be canceled pursuant to Section 2.02(c)(ii)) shall automatically outstanding and will be converted into and exchanged for the right to receive 0.9 share of Interim Common Stock (the "Merger Shares"), subject to Section 3.1(d) below.
(d) Notwithstanding Section 3.1(c) above, and subject to Sections 3.1(e) and (f), each share of Norrxxx Xxxmon Stock, excluding shares held by any Norrxxx Xxxity or Interim Entity, issued and outstanding immediately prior to the Effective Time may, in lieu of the Merger Shares and at the election of such holder in accordance with Section 3.1(e), be exchanged for the right to receive a cash payment equal to the greater of (i) 0.9 times the Base Period Trading Price or (ii) $16.00 (the "Cash Payment") with respect to all or such lesser number of such holder's shares of Norrxxx Xxxmon Stock that is a whole multiple of 100 shares (such an election is hereinafter referred to as a "Cash Election" and the shares of Norrxxx Xxxmon Stock with respect to which a Cash Election is made are hereinafter referred to as the "Cash Election Shares").
(e) An election form (the "Election Form") and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Norrxxx Xxxmon Stock shall pass only upon proper delivery of such certificates to the Exchange Agent and such other matters as Interim shall reasonably require) in such form as Interim and Norrxxx xxxll mutually agree shall be mailed at the same time as the Proxy is mailed to the Norrxxx Xxxreholders or on such other date as Norrxxx xxx Interim shall mutually agree ("Mailing Date") to each holder of record of Norrxxx Xxxmon Stock as of five business days prior to the Mailing Date ("Election Form Record Date"). Each Election Form shall permit the holder of Norrxxx Xxxmon Stock (or the beneficial owner thereof through appropriate and customary documentation and instructions) to elect to receive only the Cash Payment, in lieu of the Merger Shares, with respect to Cash Election Shares, subject to reductions in the number of Cash Election Shares as set forth in Section 3.1(f). Any Norrxxx Xxxmon Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form on or before 5:00 p.m., on the 20th day following the Mailing Date (or such other time and date as Interim and Norrxxx xxx mutually agree) (the "Election Deadline") shall be exchanged for the Merger Shares in accordance with Section 3.1(c). Interim shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Norrxxx Xxxmon Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and Norrxxx xxxll provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. Any such Cash Election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Norrxxx Xxxmon Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Norrxxx Xxxmon Stock represented by such Election Form shall be treated as if no Cash Election had been made with respect thereto. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Interim nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.
(f) Within five (5) calendar days after the Election Deadline, the Exchange Agent shall determine the aggregate number of Cash Election Shares as to which a Cash Election was timely and properly made. If:
(a) the number of Cash Election Shares would, but for the provisions of this Section 3.1(f), result in the sum of (i) the aggregate amount of the Cash Payments plus (ii) all payments made since March 24, 1996 by any Norrxxx Xxxity in connection with extraordinary dividends or the purchase or redemption of Norrxxx Xxxmon Stock (the sum of the amounts determined pursuant to clauses (a)(i) and (a)(ii) is referred to herein in the aggregate as the "Deemed Cash Purchase Price"), to exceed 49% (the "Percentage Maximum") of the sum of (x) the aggregate amount of the Deemed Cash Purchase Price plus (y) the aggregate fair market value of the Merger Shares; or (b) the aggregate amount of the Cash Payments would, but for the provisions of this Section 3.1(f), exceed $175 million (the "Maximum Cash Payment"); then the aggregate number of Cash Election Shares shall be reduced to the highest number of Cash Election Shares that causes neither the Percentage Maximum nor the Maximum Cash Payment to be exceeded (the "Maximum Cash Election Shares"), with each Cash Election being reduced to the number of Cash Election Shares determined by multiplying (a) the number of such holder's Cash Election Shares originally subject to such Cash Election by (b) a fraction, (i) the numerator of which is the Maximum Cash Election Shares and (ii) the denominator of which is the aggregate number of Cash Election Shares originally subject to all Cash Elections. For purposes of this Section 3.1(f), the fair market value of a Merger Share shall be equal to the closing price of a share of Interim Common Stock on the New York Stock Exchange on the trading day immediately preceding the day on which the Effective Time occurs. The number of shares of New Charter Common Norrxxx Xxxmon Stock equal that remain subject to such Cash Election after the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), foregoing reduction shall be deemed converted into and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only exchanged for the right to receive the Parent Merger Consideration Cash Payment as provided in Section 3.1(d). The Cash Election as to any shares of Norrxxx Xxxmon Stock that represent the amount by which any Cash Election is reduced as a result of the application of this Section 3.1(f) shall be deemed revoked, and such shares shall remain converted into and exchanged for the right to receive any dividends or other distributions pursuant to the Merger Shares as provided in Section 2.03(h3.1(c), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Norrell Corp)
Conversion of Shares. (a) At the First Company Merger Effective Time by virtue Time, as a result of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One Parent, Purchaser or any the holder of any capital stock of Parent, Purchaser or the Company or Merger Subsidiary OneCompany:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) Each Share issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause other than (A) Shares that are cancelled pursuant to clause (iv) or (v) below and (B)) Shares that are owned by stockholders (“Dissenting Stockholders”) who have properly demanded in compliance in all respects with Section 262 of the DGCL and not withdrawn a demand for, or lost their right to, appraisal pursuant to Section 262 of the DGCL with respect to such Shares (“ElectionExcluded Shares”), in accordance with the procedures set forth in Section 2.03, shall be converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 an amount in cash equal to the Offer Price (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (without interest. At the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock the Shares shall no longer cease to be outstanding outstanding, shall be cancelled and shall automatically cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 2.8.
(ii) Each Dissenting Share shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder of such Dissenting Share may have under Section 2.8.
(iii) At the Effective Time, each share of common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation.
(iv) Any Shares then held by the Company in the Company’s treasury shall be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03exchange therefor.
(iiv) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock Any Shares then held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock Purchaser that were not converted into accepted for payment by Purchaser in the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) Offer shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive be delivered in exchange therefor.
(b) Without duplication of any dividends or other distributions adjustment made pursuant to Section 2.03(h1.1(e), in each case the Merger Consideration shall be adjusted appropriately and proportionately to be issued reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or paid in accordance distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately respect to Company Common Stock occurring on or after the date hereof and at or prior to the Second Company Merger Effective Time shall continue Time, and such adjustment to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(cConsideration shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 2.6(b) At shall be construed to permit the Parent Merger Effective Time by virtue of the Parent Merger and without Company to take any action on with respect to its securities that is prohibited by the part terms of Parentthis Agreement. For the avoidance of doubt, the Merger Subsidiary Three or any holder of any capital stock or equity interests (Consideration, as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior adjusted pursuant to this Section 2.6(b), shall equal the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled Offer Price, as adjusted pursuant to Section 2.02(c)(ii1.1(f)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. Each share of Common Stock, $.01 par value per share, of IMS (a"IMS COMMON STOCK"), that is issued and outstanding immediately prior to the Effective Time (other than shares of IMS Common Stock held by IMS in its treasury and shares of IMS Common Stock owned by TriZetto or any direct or indirect subsidiary of TriZetto (the "EXCLUDED SHARES")) shall be converted into 0.4655 of a share (the "EXCHANGE RATIO") of validly issued, fully paid and nonassessable Common Stock, $0.001 par value per share, of TriZetto ("TRIZETTO COMMON STOCK"). At the First Company Merger Effective Time Time, all shares of IMS Common Stock shall no longer be outstanding and shall be cancelled and retired and shall cease to exist, and each certificate (a "CERTIFICATE") formerly representing any such shares of IMS Common Stock (other than Excluded Shares) shall thereafter represent only the right to receive the number of whole shares of TriZetto Common Stock equal to the number of shares of IMS Common Stock represented by such Certificate multiplied by the Exchange Ratio and the right, if any, to receive pursuant to Section 1.4 cash in lieu of fractional shares into which such shares of IMS Common Stock have been converted pursuant to this Section 1.3(a) and any distribution of dividends pursuant to Section 1.5(c). All Excluded Shares shall, by virtue of the First Company Merger and without any action on the part of the Companyholder thereof, Merger Subsidiary One or any holder cease to be outstanding, shall be cancelled and retired without payment of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired therefor and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Ims Health Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Sub, the Company or Merger Subsidiary Oneany shareholder of the Company:
(i) Except any Shares held immediately prior to the Effective Time by the Company shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(ii) any Shares held immediately prior to the Effective Time by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(iii) except as otherwise provided in clauses (i) and (ii) above and subject to Section 2.02(a)(iii2.5(b), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock Share outstanding immediately prior to the First Company Merger Effective Time (whichother than any Dissenting Shares, for the avoidance of doubt, which shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures have only those rights set forth in Section 2.03, 2.7) shall be converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash Offer Price (the “Company Option A Cash Merger Consideration”), in each case without any interest thereon and a number subject to any withholding of shares Taxes in accordance with Section 2.6(e); and
(iv) each share of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu common stock, $0.001 par value per share, of fractional shares Merger Sub then outstanding shall be converted into one share of common stock of the Company Stock as specified below, Surviving Corporation. From and after the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, subject to this Section 2.5(a), all such shares of Company Stock Shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each applicable holder of such Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Merger Consideration and therefor upon the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid surrender of such shares of Company Common Stock in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock2.6.
(b) At If, between the Second Company Merger Effective Time by virtue date of this Agreement and the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such the outstanding Shares are changed into a different number or class of shares by reason of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existany stock split, and shall thereafter represent only division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the right to receive the New Charter Merger Consideration and shall be appropriately adjusted; provided that nothing in this Section 2.5(b) shall be construed to permit the right Company to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without take any action on that is prohibited by the part terms of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestthis Agreement.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Bsquare Corp /Wa)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Sub, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of any Shares then held by the Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) any direct or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares indirect wholly owned Subsidiary of the Company Surviving Corporation Stock equal to or held in the Option A Effective Exchange Ratio Company’s treasury (the “Company Option A Stock Consideration,” other than, in each case, Shares that are held in a fiduciary or agency capacity and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”are beneficially owned by third parties) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange therefor;
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock any Shares then held by the Company as treasury stock or owned by Parent, Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company Sub or any other direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary Oneincluding the Rollover Shares) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration be delivered in exchange therefor;
(iii) except as provided in clauses (i) and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two above and subject to Section 1.5(b), each Share then outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than including, for the avoidance of doubt, each Share resulting from the HoldCo Unit Exchanges, but excluding any share of Parent Class A Common Stock to Dissenting Shares) shall be canceled pursuant and cease to Section 2.02(c)(ii)) shall automatically exist and be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio $31.00 in cash, without interest (the “Parent Merger Consideration”), subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 1.6(g), and the cash in lieu holders of fractional shares such Shares shall cease to have any rights with respect to such Shares other than the right to receive the Merger Consideration with respect to each such Share; and
(iv) each share of New Charter the common stock, $0.01 par value per share, of Merger Sub then outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid, and non-assessable share of common stock of the Surviving Corporation.
(b) The Parties hereby agree that for purposes of this Agreement, (i) each share of Class B Common Stock and each HoldCo Unit exchanged as specified below. As a result of (x) the Parent Merger Mandatory Exchange or (y) any Voluntary Exchange during the Pre-Closing Period, if such share of Class B Common Stock or HoldCo Unit has not been canceled and retired as of immediately prior to the Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall shall, in each case, automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share exist as of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time, (ii) the issuance of Shares pursuant to the Mandatory Exchange shall be deemed to have occurred immediately prior to the Effective Time, (iii) the issuance of any Shares issuable during the Pre-Closing Period pursuant to a Voluntary Exchange which remain unissued as of immediately prior to the Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding deemed to have occurred immediately prior to the Parent Merger Effective Time and (iv) all Shares issued in respect of any HoldCo Unit Exchange occurring after the date of this Agreement shall continue be treated as Book-Entry Shares hereunder (but subject to remain outstanding as a membership unit such holder of HoldCo Units and shares of Class B Common Stock having complied with any applicable provisions of the Parent Surviving Entity HoldCo LLC Agreement with respect to such HoldCo Unit Exchanges, including Section 3.8 thereof). The Company shall, and shall constitute cause HoldCo and each member of HoldCo to, take such other actions as are necessary or desirable to effect the only outstanding equity interests HoldCo Unit Exchanges in accordance with the HoldCo LLC Agreement and otherwise give effect to the treatment of each share of Class B Common Stock and each HoldCo Unit contemplated by this Section 1.5(b) on the Closing Date, including by using commercially reasonable efforts to coordinate with the Transfer Agent (as defined in the HoldCo LLC Agreement) the acceptance of the Parent Surviving Entitycertificate or certificates, if any, representing each such share of Class B Common Stock and each such HoldCo Unit and any accompanying instruments of transfer presented and surrendered to the Transfer Agent. For the avoidance of doubt, a Mandatory Exchange shall not be effective if the Merger is not consummated in accordance with the terms hereof.
(c) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or securities convertible or exchangeable into or exercisable for shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender offer or exchange offer, or other similar transaction, then the Merger Consideration shall be appropriately and equitably adjusted to provide the holders of Shares and holders of Company Options and RSUs with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration; provided, that nothing in this Section 1.5(c) shall be construed to permit the Company to take any action that is expressly prohibited by the terms of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (PetIQ, Inc.)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any shares of capital stock or other equity interests in the Company (the "Company Shares") or any shares of capital stock of the Company or Merger Subsidiary OneSub:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held Share owned by the Company as treasury stock or and any Company Shares owned by Merger Subsidiary One Parent or any Sub or any of their respective subsidiaries immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.;
(ivb) Each each share of Company Stock held by any direct or indirect wholly owned Subsidiary common stock of Sub outstanding immediately prior to the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) Effective Time shall be converted into and become one (1) fully paid and nonassessable share of Company common stock, $.01 par value per share, of the Surviving Corporation Stock.Corporation; and
(bc) At the Second Company Merger Effective Time Parent shall (i) issue an aggregate of three million (3,000,000) shares of fully paid and nonassessable common stock, par value $.08 per share of parent ("Parent Shares"), (ii) issue convertible subordinated promissory notes in the form attached hereto as Exhibit C (the "Parent Notes") in the aggregate principal amount of Six Million Dollars ($6,000,000), (iii) cause to be assigned by virtue Fidelity National Financial, Inc. ("FNF") warrants to purchase an aggregate of two hundred fifty thousand (250,000) Parent Shares at an exercise price of seven dollars ($7.00) per share in the form attached hereto as Exhibit D (the "$7.00 Warrants") and (iv) cause to be assigned by FNF warrants to purchase an aggregate of two hundred fifty thousand (250,000) Parent Shares at an exercise price of seven dollars and 50/100 ($7.50) per share in the form attached hereto as Exhibit E (the "$7.50 Warrants") less any of the Second Company foregoing amounts allocated to each of John Xxxxxxx, Xxarxxx Xxxxx, Xxb Xxxxxx xxx Stevx Xxxxxx (xxllectively, the "Merger and without any action on Consideration"), such that the part outstanding securities of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (whichTime, for the avoidance of doubtexcept as otherwise provided in Section 2.1(a) above or Section 2.5 below, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company respective portion of Merger Consideration pursuant set forth on Schedule 2.1(c) hereto. In the event, prior to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such of any recapitalization of either Parent or the Company through a subdivision of its outstanding shares into a greater number of Company Surviving Corporation Stock shall no longer be shares, or a combination of its outstanding and shall automatically be canceled and retired and shall cease to existshares into a lesser number of shares, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive or any dividends reorganization, reclassification or other distributions pursuant to Section 2.03(h), change in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two its outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted shares into the right to receive same or a different number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio other classes, or a declaration of or dividend on its outstanding shares payable in shares of its capital stock (the “Parent Merger Consideration”a "Capital Change"), then the allocation of Merger Consideration shall be appropriately adjusted so as to maintain after such Capital Change the relative proportionate interests in the number of Parent Shares (assuming consummation of the Merger) which the holders of Company Shares and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares holders of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent Shares had immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect theretosuch Capital Change.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Santa Barbara Restaurant Group Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyBuyer, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share any shares of Company Common Stock outstanding immediately prior to then held by the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares any wholly owned Subsidiary of the Company Surviving Corporation Stock equal to (or held in the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”Company’s treasury) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange therefor;
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share any shares of Company Surviving Corporation Stock.
(iii) Each share of Company Preferred Stock then held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company (or any direct or indirect wholly owned Subsidiary of Parent (held in each case, other than Merger Subsidiary Onethe Company’s treasury) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03, without interest.exchange therefor;
(iiiii) Each membership unit any shares of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) then held by Buyer shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only be delivered in exchange therefor;
(iv) any shares of Company Preferred Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(v) except as provided in clauses “(i)” through “(iv)” above and subject to Section 1.5(b), each share of Company Common Stock then outstanding (other than any Dissenting Shares, as defined below) shall be converted into the right to receive $0.89 in cash (the Parent “Merger Consideration Consideration”), without interest, subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 1.6(e);
(vi) except as provided in clauses “(i)” through “(iv)” above and subject to Section 1.5(b), each share of Company Preferred Stock (other than any Dissenting Shares, as defined below) then outstanding shall be converted into the right to receive any dividends or other distributions pursuant to Section 2.03(h$2.50 in cash (the “Preferred Consideration”), in each case without interest, subject to be issued or paid any withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.031.6(e); and
(vii) each share of the common stock, without interest$0.0001 par value per share, of Buyer then outstanding shall be converted into one share of common stock of the Surviving Corporation.
(iib) Each share If, between the date of Parent Class A this Agreement and the Effective Time, the outstanding shares of Company Common Stock held or Company Preferred Stock are changed into a different number or class of shares by Parent reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration and Preferred Consideration, as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time applicable, shall be canceled and no payment shall be made with respect theretoappropriately adjusted.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Lyris, Inc.)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except as otherwise provided any Shares then held by the Company (or held in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange SharesCompany’s treasury) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange therefor;
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock any Shares then held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (includingParent, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company Purchaser or any direct or indirect other wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right be delivered in exchange therefor;
(iii) any Shares held by any wholly-owned Subsidiary of Company shall not be cancelled, shall remain outstanding, and shall not be entitled to receive the New Charter Merger Consideration described in clause “(iv)” below;
(iv) except as provided in clauses “(i)” and the right to receive any dividends or other distributions pursuant “(ii)” above and subject to Section 2.03(h2.5(b), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two Share then outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)Dissenting Shares, as defined below) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (a) the Closing Amount in cash, without interest plus (b) one CVR, or any such higher consideration as may be paid in the Offer (the “Parent Merger Consideration”), subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.6(e) and the cash in lieu each holder of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and a Certificate or a Book-Entry Share shall cease to existhave any rights with respect thereto, and shall thereafter represent only except the right to receive the Parent Merger Consideration and the right to receive any dividends upon surrender of such Certificate or other distributions pursuant to Section 2.03(h), in each case to be issued or paid Book-Entry Share in accordance with Section 2.032.6; and
(v) each share of the common stock, without interest$0.01 par value per share, of Purchaser then outstanding shall be converted into one share of common stock of the Surviving Corporation.
(iib) Each share If, between the date of Parent Class A Common Stock held this Agreement and the Effective Time, the outstanding Shares are changed into a different number or class of shares by Parent as treasury reason of any stock split, division or owned directly by Parent immediately prior to subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Parent Merger Effective Time Consideration shall be canceled and no payment shall be made with respect theretoappropriately adjusted.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ambit Biosciences Corp)
Conversion of Shares. (a) At the First Company Merger Effective Time, each share of Company's common stock, no par value ("COMPANY COMMON STOCK"), issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be cancelled pursuant to Section 2.01(c) hereof) shall, by virtue of the First Company Merger and without any action on the part of the Companyholder thereof, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the following consideration(i) $19.607843 in cash, without any interest thereon (the consideration referred to in either clause (Aii) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of 2.5245098 shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio Parent Common Stock, (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional iii) .245098 shares of the Company Parent Common Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii2.01(e) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each a pro rata share of Company Stock held by any direct or indirect wholly owned Subsidiary of Earn-Out Fees payable as described in Section 2.02 (collectively, the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock"MERGER CONSIDERATION").
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock Sub's common stock, par value $1 per share ("SUB COMMON STOCK"), issued and outstanding immediately prior to the Second Company Merger Effective Time shall, at the Effective Time, remain issued and outstanding and shall be unchanged by virtue of the Merger.
(which, for the avoidance of doubt, shall only include the c) All shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Common Stock that were not converted into are owned by Company as treasury stock shall, at the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist and no consideration shall be delivered in exchange therefor.
(d) On and after the Effective Time, and holders of certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock shall thereafter represent only cease to have any rights as shareholders of the Company, except the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in for each case to be issued or paid in accordance with Section 2.03, without interestshare of Company Common Stock held by them.
(iie) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) An additional 25,000 shares of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant paid to the Shareholders under Section 2.02(c)(ii)2.01(a) above (the "ESCROW FUND") shall automatically be converted into the right delivered to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio Xxxxx & Xxxxxxx, P.C. (the “Parent Merger Consideration”"ESCROW AGENT"), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued held or paid disbursed in accordance with Section 2.03, without interestthe terms of an Escrow Agreement in substantially the form of EXHIBIT 2.01 (the "ESCROW AGREEMENT").
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Nomos Corp)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Sub I, the Company or Merger Subsidiary Oneany stockholder of the Company:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such any shares of Company Capital Stock then held by the Company (or held in the Company’s treasury) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time no consideration shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (delivered in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.exchange therefor;
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Capital Stock that were not converted into the right to receive the Company then held directly or indirectly by Parent or either Merger Consideration pursuant to Section 2.02(a)(i)) Sub shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right be delivered in exchange therefor;
(c) except as provided in subsections “(a)” and “(b)” of this Section 1.5 and subject to receive the New Charter Merger Consideration Sections 1.6, 1.11, 1.12, 1.13, 1.14 and the right to receive any dividends or other distributions pursuant to Section 2.03(h)8.8, in each case to all shares of Company Capital Stock (except shares of Company Restricted Stock, which shall be issued or paid treated in accordance with Section 2.03, without interest.
(ii1.8) Each membership unit of Merger Subsidiary Two issued and outstanding immediately prior to the Second Company Merger First Effective Time shall continue cease to remain outstanding as a membership unit be existing and issued shares of Merger Subsidiary Two Surviving Entity Company Capital Stock, and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time be converted, by virtue of the Parent Merger and without any action on the part of Parentthe holders thereof, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Threeinto the right to receive, without interest:
(i) Each in the case of shares of Company Capital Stock held by an Accredited Investor, (A) a number of shares of Parent Common Stock equal to the Exchange Ratio multiplied by the total number of shares of Company Capital Stock held by such Accredited Investor (such shares, together with the shares of Parent Common Stock referred to in Section 1.8(a), the “Closing Merger Consideration”); and (B) in connection with the distribution of any portion of the Securityholders’ Representative Reserve to the Participating Securityholders (if any), such Participating Securityholder’s Pro Rata Share of any amounts distributed in accordance with Section 1.13(d) in respect of such shares;
(ii) in the case of a share of Parent Class A Company Capital Stock (except Company Restricted Stock) held by an Unaccredited Investor, the consideration specified in Section 1.6; and
(iii) in the case of a share of Company Restricted Stock, the consideration specified in Section 1.8 and
(d) each share of the common stock, $0.0001 par value per share (“Merger Sub I Common Stock Stock”), of Merger Sub I issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger First Effective Time shall be canceled converted into one share of validly issued, fully paid and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit nonassessable common stock of the First Step Surviving Corporation, such that immediately following the First Effective Time, Parent Surviving Entity shall become the sole and shall constitute the only outstanding equity interests exclusive owner of all of the Parent issued and outstanding capital stock of the Company as the First Step Surviving EntityCorporation.
Appears in 1 contract
Samples: Merger Agreement (Cortexyme, Inc.)
Conversion of Shares. (a) At Subject to the First Company Merger provisions of this Article 3, at the Effective Time Time, by virtue of the First Company Merger and without any action on the part of Interim, Norrxxx, Xxb or the Company, Merger Subsidiary One or any holder shareholders of any capital stock of the Company or Merger Subsidiary Oneforegoing:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(iia) Each share of common capital stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock Interim issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for will remain issued and outstanding from and after the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(ib) Each share of Parent Class A Sub Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time shall remain issued and outstanding from and after the Effective Time
(other than any c) Each share of Parent Class A Common Stock Norrxxx Xxxmon Stock, excluding shares held by any Norrxxx Xxxity or any Interim Entity, issued and outstanding immediately prior to the Effective Time will cease to be canceled pursuant to Section 2.02(c)(ii)) shall automatically outstanding and will be converted into and exchanged for the right to receive 0.9 share of Interim Common Stock (the "Merger Shares"), subject to Section 3.1(d) below.
(d) Notwithstanding Section 3.1(c) above, and subject to Sections 3.1(e) and (f), each share of Norrxxx Xxxmon Stock, excluding shares held by any Norrxxx Xxxity or Interim Entity, issued and outstanding immediately prior to the Effective Time may, in lieu of the Merger Shares and at the election of such holder in accordance with Section 3.1(e), be exchanged for the right to receive a cash payment equal to the greater of (i) 0.9 times the Base Period Trading Price or (ii) $16.00 (the "Cash Payment") with respect to all or such lesser number of such holder's shares of Norrxxx Xxxmon Stock that is a whole multiple of 100 shares (such an election is hereinafter referred to as a "Cash Election" and the shares of Norrxxx Xxxmon Stock with respect to which a Cash Election is made are hereinafter referred to as the "Cash Election Shares").
(e) An election form (the "Election Form") and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Norrxxx Xxxmon Stock shall pass only upon proper delivery of such certificates to the Exchange Agent and such other matters as Interim shall reasonably require) in such form as Interim and Norrxxx xxxll mutually agree shall be mailed at the same time as the Proxy is mailed to the Norrxxx Xxxreholders or on such other date as Norrxxx xxx Interim shall mutually agree ("Mailing Date") to each holder of record of Norrxxx Xxxmon Stock as of five business days prior to the Mailing Date ("Election Form Record Date"). Each Election Form shall permit the holder of Norrxxx Xxxmon Stock (or the beneficial owner thereof through appropriate and customary documentation and instructions) to elect to receive only the Cash Payment, in lieu of the Merger Shares, with respect to Cash Election Shares, subject to reductions in the number of Cash Election Shares as set forth in Section 3.1(f). Any Norrxxx Xxxmon Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form on or before 5:00 p.m., on the 20th day following the Mailing Date (or such other time and date as Interim and Norrxxx xxx mutually agree) (the "Election Deadline") shall be exchanged for the Merger Shares in accordance with Section 3.1(c). Interim shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Norrxxx Xxxmon Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and Norrxxx xxxll provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. Any such Cash Election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Norrxxx Xxxmon Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Norrxxx Xxxmon Stock represented by such Election Form shall be treated as if no Cash Election had been made with respect thereto. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Interim nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.
(f) Within five (5) calendar days after the Election Deadline, the Exchange Agent shall determine the aggregate number of Cash Election Shares as to which a Cash Election was timely and properly made. If:
(a) the number of Cash Election Shares would, but for the provisions of this Section 3.1(f), result in the sum of (i) the aggregate amount of the Cash Payments plus (ii) all payments made since March 24, 1996 by any Norrxxx Xxxity in connection with extraordinary dividends or the purchase or redemption of Norrxxx Xxxmon Stock (the sum of the amounts determined pursuant to clauses (a)(i) and (a)(ii) is referred to herein in the aggregate as the "Deemed Cash Purchase Price"), to exceed 49% (the "Percentage Maximum") of the sum of (x) the aggregate amount of the Deemed Cash Purchase Price plus (y) the aggregate fair market value of the Merger Shares; OR
(b) the aggregate amount of the Cash Payments would, but for the provisions of this Section 3.1(f), exceed $175 million (the "Maximum Cash Payment"); then the aggregate number of Cash Election Shares shall be reduced to the highest number of Cash Election Shares that causes neither the Percentage Maximum nor the Maximum Cash Payment to be exceeded (the "Maximum Cash Election Shares"), with each Cash Election being reduced to the number of Cash Election Shares determined by multiplying (a) the number of such holder's Cash Election Shares originally subject to such Cash Election by (b) a fraction, (i) the numerator of which is the Maximum Cash Election Shares and (ii) the denominator of which is the aggregate number of Cash Election Shares originally subject to all Cash Elections. For purposes of this Section 3.1(f), the fair market value of a Merger Share shall be equal to the closing price of a share of Interim Common Stock on the New York Stock Exchange on the trading day immediately preceding the day on which the Effective Time occurs. The number of shares of New Charter Common Norrxxx Xxxmon Stock equal that remain subject to such Cash Election after the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), foregoing reduction shall be deemed converted into and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only exchanged for the right to receive the Parent Merger Consideration Cash Payment as provided in Section 3.1(d). The Cash Election as to any shares of Norrxxx Xxxmon Stock that represent the amount by which any Cash Election is reduced as a result of the application of this Section 3.1(f) shall be deemed revoked, and such shares shall remain converted into and exchanged for the right to receive any dividends or other distributions pursuant to the Merger Shares as provided in Section 2.03(h3.1(c), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Date, by virtue of the First Company Merger and without any action on the part of First Coastal or the Company, Merger Subsidiary One or any holder holders of any capital stock shares of the Company or Merger Subsidiary OneFirst Coastal Common Stock:
(i) Except Each outstanding share of First Coastal Common Stock issued and outstanding at the Merger Effective Date, except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(ivclauses (ii) and except for Dissenting Shares(iii) of this Section, each share shall cease to be outstanding, shall cease to exist and shall be converted into the right to receive $21.00 in cash (referred to as the "Merger Consideration).
(ii) Any shares of Company First Coastal Common Stock outstanding immediately prior to which are owned or held by any party hereto or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the First Company Merger Effective Time (whichDate shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into the avoidance Merger Consideration, and no cash or shares of doubt, shall exclude the Exchange Shares) capital stock of Norway Bancorp shall be converted, at the election of the holder thereof issued or exchanged therefore.
(such election to receive consideration referred to in either clause (Aiii) or (B), the “Election”), The Surviving Corporation shall pay for any Dissenters' Shares in accordance with Section 262 of the procedures set forth in DGCL, and the holders thereof shall not be entitled to receive any Merger Consideration; provided, that if appraisal rights under Section 2.03262 of the DGCL with respect to any Dissenters' Shares shall have been effectively withdrawn or lost, such shares will thereupon cease to be treated as Dissenters' Shares and shall be converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h2.02(i), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Norway Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital common stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to before the Second Company Merger Effective Time Date shall remain an outstanding share of common stock of the Surviving Corporation.
(which, for the avoidance v) The holders of doubt, shall only include the certificates representing shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Coastal Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all any such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and certificate being hereinafter referred to as a "Certificate") shall cease to existhave any rights as stockholders of First Coastal, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions except such rights, if any, as they may have pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestapplicable law and this Agreement.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the CompanyParent, Merger Subsidiary One Sub, the Company or any holder of any capital stock of Shares the Company or Merger Subsidiary Onefollowing shall occur:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) Each Share issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange other than (A) any Shares to be canceled pursuant to Section 3.08(a)(ii) and (B) any Dissenting Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted automatically into the right to receive an amount in cash equal to the following considerationOffer Price, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together accordance with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”)Section 3.10. As of the First Company Merger Effective Time, all such shares of Company Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or of any Book-Entry Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Merger Consideration and the right to receive any dividends upon surrender of such Certificate or other distributions pursuant to Section 2.03(h), in each case to be issued or paid such Book-Entry Shares in accordance with Section 2.033.10, without interest and subject to any withholding of Taxes required by applicable Law.
(ii) Each share Share owned by Merger Sub, Parent or any direct or indirect wholly-owned Subsidiary of common stock Parent or of Merger Subsidiary One outstanding the Company immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, canceled without limitation, the Exchange Shares) shall be canceled, any conversion thereof and no payment shall be made with respect thereto.
(ivb) Each share The Merger Consideration shall be adjusted to the extent appropriate to reflect the effect of Company Stock held by any direct stock dividend, stock split, recapitalization, combination, exchange of shares, merger, consolidation, reorganization or indirect wholly owned Subsidiary the like, the issuance of the Company or any direct or indirect wholly owned Subsidiary of Parent Shares (in each case, other than Merger Subsidiary OneTop-Up Option Shares) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include conversion, exercise or exchange of any shares of Equity Interest (other than a Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As Option outstanding as of the Second Company Merger Effective Timedate of this Agreement), all such shares or any other change in the corporate or capital structure of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h)Company, in each case to be issued occurring or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit having a record date on or after the date of Merger Subsidiary Two outstanding immediately this Agreement and prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of ParentTime; provided, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to however, that nothing in this Section 2.02(c)(ii)3.08(b) shall automatically be converted construed as permitting the Company to take any such action or to enter into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held transaction otherwise prohibited by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.this Agreement
Appears in 1 contract
Samples: Merger Agreement (Op Tech Environmental Services Inc)
Conversion of Shares. (a) Agent understands that, and will perform services hereunder based upon, the following:
1.1 At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three Sub, the Company or any holder stockholder of any capital stock or equity interests (the Company, and except as applicableprovided in Section 1.5(a) of Parent or the Merger Subsidiary Three:
Agreement, (i) Each the shares of Common Stock, $0.01 par value per share of Parent Class A the Company (the "Company Common Stock") held by Vencor, Inc. ("Vencor") immediately prior to the Effective Time (the "Vencor Shares") shall be converted into the right to receive an aggregate of $65,000,000 in cash (the "Vencor Payment") and (ii) the shares of Company Common Stock (other than the Vencor Shares) and shares of Series A Preferred Stock of the Company (together with the Company Common Stock, the "Converted Shares") issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) Time, shall automatically be converted into the right to receive a number (subject to the provisions of Section 1.2 below) (a) an aggregate of $28,500,000 in cash (together with the Vencor Payment, the "Cash Payment"), (b) promissory notes in the aggregate principal amount of $925,000 (the "Note Payment") and (c) an aggregate of 2,600,000 shares of New Charter Common Stock, $0.01 par value per share, of Parent (the "Parent Common Stock" and collectively with the Cash Payment and the Note Payment, the "Merger Consideration"), in each case upon surrender of certificates representing such Converted Shares ("Certificates") (or in the case of a lost, stolen or destroyed Certificate, upon delivery of an
1. 123 affidavit (and bond, if required by Parent)) in the manner provided in Section 1.8 of the Merger Agreement and Section 2.7 hereof.
1.2 No fractional shares of Parent Common Stock shall be issued in connection with the Merger and no certificate for any such fractional share shall be issued. In lieu thereof, any holder of Converted Shares who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that such holder is entitled to receive) shall, upon surrender of such holder's Certificate, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by $9.2596.
1.3 As soon as practicable following the Effective Time: (a) Parent will inform Agent of the Effective Time and will provide Agent with instructions with respect to any legends that must be placed on certificates representing shares of Parent Common Stock to be issued in connection with the Merger, and (b) the Company will provide Agent with a Schedule of Disbursement (the "Schedule of Disbursement") setting forth a list of the holders of Converted Shares immediately prior to the Effective Time and the Merger Consideration to which each such holder is entitled pursuant to the Merger Agreement, including the amount to be held by the Agent and the amount to be held by the Escrow Agent (as described below).
1.4 Agent shall have no duty to inquire into the terms of the Merger Agreement or any other agreement. Agent's rights and duties shall be as specifically set forth herein.
1.5 At the Effective Time, Parent shall deliver to the Escrow Agent $5,449,937 of the Cash Payment (the "Escrow Payment") and the Note Payment pursuant to the Escrow Agreement attached hereto as Exhibit B (the "Escrow Agreement").
1.6 At the Effective Time, Parent will deposit or cause to be deposited with Agent in an account for the benefit of holders of Converted Shares immediately available funds equal to the Parent Merger Exchange Ratio sum of (collectively, the “Parent Merger Consideration”), "Payment Fund"): (a) $88,050,063 of the Cash Payment; and (b) cash in the cash aggregate amount needed to make payments in lieu of fractional shares of New Charter Parent Common Stock based on the Schedule of Disbursement and any applicable tax withholding. Agent will draw upon such funds as specified belowrequired from time to time in order to make payment for the Converted Shares and any applicable tax withholding payments. As Agent shall pay interest to Parent on the average daily balance of the Payment Fund at a floating rate equal to the rate of interest publicly announced by Bank of America N.T.&S.A. from time to time as its prime, base or reference rate, per annum of the average daily balance of the Payment Fund. Agent shall return to Parent Merger any amounts remaining in the Payment Fund on that date which is six (6) months after the Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h)Date; thereafter, in each case the event that additional Converted Shares are surrendered to Agent for exchange, Agent shall notify Parent of the number of such Converted Shares surrendered for exchange and Parent shall promptly deposit or cause to be issued or paid deposited with Agent immediately available funds sufficient to pay for such surrendered Converted Shares and any payments in accordance with Section 2.03, without interest.
(ii) Each share lieu of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made fractional shares with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit 1.7 As of the Parent Surviving Entity Effective Time, Agent and the Escrow Agent shall constitute become the only outstanding equity interests of sole recordkeeping agents for the Parent Surviving EntityConverted Shares, in accordance with their standard practices.
Appears in 1 contract
Samples: Merger Agreement (PMR Corp)
Conversion of Shares. (ai) At As of the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of any holder thereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held in the Company's treasury, (ii) shares held by the Parent and Acquisition Corp., if any, and (iii) Dissenting Shares (as defined in Section 1H)) shall, by virtue of the Merger and without any action on the part of the Companyholders thereof, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the following consideration, without interest 0.09574296 shares of New Common Stock (the consideration referred "Per Share Consideration"); provided that 10% of the New Common Stock ----------------------- otherwise deliverable to each Management Seller shall be placed in either clause (A) or (B), collectively, escrow as modified by provided in Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash 1J (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”"Escrow Stock"). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.------------
(ii) Each share of common stock Common Stock held in the treasury of Merger Subsidiary One outstanding the Company and each share of Common Stock, if any, held by Acquisition Corp. immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (includingshall, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporationholders thereof, Merger Subsidiary Two or any holder of any capital stock or equity interests (be canceled, retired and cease to exist as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit No fraction of Merger Subsidiary Three outstanding immediately a share of New Common Stock will be issued, but in lieu thereof each holder of shares of Common Stock who would otherwise be entitled to a fraction of a share of New Common Stock (after aggregating all fractional shares of New Common Stock to be received by such holder) shall receive from the Parent an amount of cash (rounded to the nearest whole cent) equal to the product of (i) such fraction, multiplied by (ii) the average of the closing prices of the New Common Stock on the Nasdaq National Market over the thirty (30) trading days prior to the Parent Merger Effective Time Time.
(iv) From and after the Effective Time, the holders of certificates representing shares of Common Stock (except for Dissenting Shares) shall continue cease to remain outstanding as a membership unit of have any rights with respect to such Certificates, except the Parent Surviving Entity and shall constitute right to receive the only outstanding equity interests of the Parent Surviving EntityPer Share Consideration with respect to such shares.
Appears in 1 contract
Samples: Merger Agreement (Multex Com Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Sub, the Company or Merger Subsidiary Oneany Company Stockholder:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share any shares of Company Common Stock outstanding immediately prior to then held by the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares any wholly-owned Subsidiary of the Company Surviving Corporation Stock equal to (or held in the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”Company’s treasury) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange therefor;
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share any shares of Company Surviving Corporation Stock.
(iii) Each share of Company Common Stock then held by the Company as treasury stock or owned by Parent, Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company Sub or any direct or indirect wholly other wholly-owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03, without interest.exchange therefor;
(iiiii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding except as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
provided in clauses “(i) Each )” and “(ii)” above and subject to Sections 1.9 and 1.10, each share of Parent Class A Company Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment converted automatically, into (A) the right to receive that fraction of a share of the common stock of Parent, $0.01 par value per share (“Parent Common Stock”), equal to the Applicable Closing Fraction (as defined in Section 1.6(b)(i)), it being understood that certain of the shares of Parent Common Stock issuable pursuant to this Section 1.6(a)(iii)(A) shall be made held in escrow in accordance with respect thereto.Section 1.11, and (B) the contingent right to receive that fraction of a share of the Parent Common Stock equal to the Applicable Contingent Fraction (as defined in Section 1.6(b)(ii)) in accordance with Section 1.12;
(iiiiv) Each membership unit each share of Merger Subsidiary Three Company Preferred Stock constituting the Liquidated Shares issued and outstanding immediately prior to the Parent Merger Effective Time shall continue be canceled and converted automatically, into the right to remain outstanding as receive (A) with respect to each share of Series A Convertible Preferred Stock, that fraction of a membership unit share of Parent Common Stock equal to $0.70 and (B) with respect to each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, that fraction of a share of Parent Common Stock equal to $1.00, it being understood that certain of the shares of Parent Surviving Entity and Common Stock issuable pursuant to this Section 1.6(a)(iv) shall constitute the only outstanding equity interests be held in escrow in accordance with Section 1.11; provided, for purposes of this Section 1.6(a)(iv), (y) each Closing Merger Share issued in payment of the Liquidation Preference Amount shall be deemed to have a value equal to the Parent Price and (z) in the event the Closing Merger Shares are insufficient to permit the payment to such holders of Company Preferred Stock the full Liquidation Preference Amount, each Contingent Merger Share issued in payment of the Liquidation Preference Amount shall be deemed to have a value equal to the average closing sales price of Parent Common Stock, as reported on NASDAQ, for the five (5) day trading-day period ending on the day on which the applicable Contingent Payment is earned; and
(v) each share of the common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving EntityCorporation.
(b) For purposes of this Agreement:
Appears in 1 contract
Samples: Merger Agreement (Clarient, Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except as otherwise provided any Shares then held by the Company (or held in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Sharesits treasury) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange therefor;
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock any Shares then held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (includingParent, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company Purchaser or any direct or indirect other wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration be delivered in exchange therefor;
(iii) except as provided in clauses (i) and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior above and subject to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of ParentSection 2.6(b), Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock each Share then issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)Dissenting Shares) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock cash amount equal to the Parent Merger Exchange Ratio Offer Price, without interest thereon (the “Parent Merger Consideration”), and the cash subject to any withholding of Taxes required by applicable Legal Requirements in lieu of fractional shares of New Charter Common Stock as specified below. As accordance with Section 2.7(f); and
(iv) each share of the Parent Merger common stock, $0.001 par value per share, of Purchaser then issued and outstanding shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
(b) At the Effective Time, all such shares of Parent Class A Common Stock Shares converted pursuant to Section 2.6(a)(iii) shall no longer cease to be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of any certificates evidencing such Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) immediately prior to the Effective Time shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Parent Merger Consideration and the right therefor, subject to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.03, without interest2.7(f).
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of UNIFAB, Sub, Xxxxx or the CompanySurviving Entity, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary Onefollowing securities:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Xxxxx Common Stock issued and outstanding immediately prior to at the Second Company Merger Effective Time (which, for the avoidance of doubt, A) held by each Assenting Xxxxx Shareholder shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share 900 fully paid and nonassessable shares of New Charter UNIFAB Common Stock in the manner described in Section 3.1(b) below (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock B) held by Xxxxxx shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only converted into the right to receive cash in the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to manner described in Section 2.03(h), in each case to 3.1(c) below; provided that there shall be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit no more than 1,000 shares of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Xxxxx Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time; and
(ii) each issued share of Xxxxx that is held in treasury by Xxxxx or held by any subsidiary of Xxxxx shall be canceled and no stock of UNIFAB or other consideration shall be delivered in exchange therefor.
(b) Upon conversion of his shares of Xxxxx Common Stock into rights to receive shares of UNIFAB Common Stock in the manner described in paragraph 3.1(a)(i)(A) above, each Assenting Xxxxx Shareholder shall have the right (i) to receive a certificate representing the whole number of shares of UNIFAB Common Stock (the "Closing Shares") equal to 90% of the product of (A) 900 times (B) the number of issued and outstanding shares of Xxxxx Common Stock of which he is the record holder immediately prior to the Effective Time (other than any share the product of Parent Class A (A) and (B) being the "Merger Consideration"), and (ii) to have UNIFAB hold in escrow for the benefit of such Assenting Xxxxx Shareholder such whole number of UNIFAB Common Stock (the "Escrow Shares") that is 10% of the Merger Consideration subject to be canceled pursuant to Section 2.02(c)(ii)the terms and conditions set forth in Article 9.
(c) shall automatically be converted Upon conversion of his Xxxxx Common Stock into the right to receive a number of shares of New Charter Common Stock equal to cash in the Parent Merger Exchange Ratio (the “Parent Merger Consideration”manner described in Section 3.1(a)(i)(B), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock Xxxxxx shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only have the right to receive (i) $1,080,00 at the Parent Merger Consideration Closing and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to have UNIFAB hold $120,000 in escrow for Xxxxxx (the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto"Escrow Cash").
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At Subject to the First Company Merger provisions of this Article 2, at the Effective Time Time, by virtue of the First Company Merger and without any action on the part of Buyer, Target or the Companystockholders of either of the foregoing, Merger Subsidiary One or any holder the shares of any Buyer and Target shall be converted as follows:
(a) Each share of capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) Buyer issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time shall remain issued and outstanding from and after the Effective Time.
(b) Subject to Section 2.2, each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (whichexcluding (i) shares held by any of Target, for the avoidance Target Subsidiary, Buyer, or Buyer Subsidiary, in each case other than in a fiduciary capacity or as a result of doubt, shall exclude the Exchange debts previously discharged and (ii) any Dissenting Shares) issued and outstanding shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03Article 3, into the right to receive the following consideration, without interest consideration (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), in each case without interest:
(i) for each share of Target Common Stock with respect to which an election to receive cash has been effectively made and not revoked or deemed revoked pursuant to Article 3 (a number of shares of “Cash Election”), the Company Surviving Corporation Stock right to receive in cash from Buyer an amount (the “Cash Consideration”) equal to the Option A Effective Exchange Ratio Per Share Cash Amount (such shares collectively, the “Cash Election Shares”);
(ii) for each share of Target Common Stock with respect to which an election to receive Buyer Common Stock has been effectively made and not revoked or deemed revoked pursuant to Article 3 (a “Stock Election” and such shares collectively, the “Stock Election Shares” ) or which is otherwise to receive shares of Buyer Common Stock in accordance with the terms of this Agreement, the right to receive from Buyer 0.8484 (the “Company Option A Exchange Ratio” ) shares of Buyer Common Stock (the “Stock Consideration,” ); and
(iii) for each share of Target Common Stock other than Cash Election Shares and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified belowElection Shares (collectively, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”Non-Electing Shares” ), and a number of the right to receive from Buyer the Stock Consideration.
(c) All shares of the Company Surviving Corporation Stock equal Target Common Stock, when so converted pursuant to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock Section 2.1(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (a “Certificate” ) or book-entry share registered in the transfer books of Target (a “Book-Entry Share” ) that immediately prior to the Effective Time represented shares of Target Common Stock shall thereafter represent only cease to have any rights with respect to such Target Common Stock other than the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior Article 3, including the right, if any, to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (includingreceive, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective TimeSections 2.5 and 3.2, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Buyer Common Stock as specified below. As into which such shares of Target Common Stock have been converted together with the Parent Merger amounts, if any, payable pursuant to Section 3.2(d).
(d) Without limiting the other provisions of this Agreement and subject to Sections 6.2(d) and (e), if at any time during the period between the date of this Agreement and the Effective Time, all such Target should split, combine or otherwise reclassify the shares of Parent Class A Target Common Stock, or make a dividend or other distribution in shares of Target Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist(including any dividend or other distribution of securities convertible into Target Common Stock), and shall thereafter represent only or engage in a reclassification, reorganization, recapitalization or exchange or other like change, then (without limiting any other rights of Buyer hereunder), the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect theretoratably adjusted to reflect fully the effect of any such change.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time:
(i) each share of Common Stock, par value $0.01 per share, of Petopia Sub outstanding at the Effective Time, by virtue of the First Company Merger and without any action on the part of the Companyholders thereof, Merger Subsidiary One or any holder shall be converted into and exchanged for one share of any capital stock Common Stock, par value $0.01 per share, of the Surviving Corporation;
(ii) each share of Common Stock, $0.001 par value per share, of the Company or (the "Company Capital Stock") outstanding at the Effective --------------------- Time, by virtue of the Merger Subsidiary One:
(i) Except and without any action on the part of the holders thereof, except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(ivSections 1.4(d) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubtor 1.8 hereof, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the following considerationfollowing, without interest (the consideration which collectively shall be referred to in either clause hereinafter as the "Merger Consideration": --------------------
(A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Petopia Series E Preferred Stock equal to the Option A Effective Exchange Ratio following (the “Company Option A Stock Consideration,” and together with "Exchange Ratio"): (I) 2,080,016; -------------- divided by (II) the Company Option A Cash Consideration and the cash in lieu aggregate number of fractional shares of Company Capital Stock ---------- outstanding on a fully diluted basis (assuming the exercise immediately prior to the Merger of all outstanding rights to acquire Company Stock as specified belowCapital Stock, whether or not then exercisable) at the “Company Option A Merger Consideration”) or Effective Time;
(B) $115.00 in cash 1,000,000 divided by the aggregate number of ---------- shares of Company Capital Stock outstanding at the Effective Time (including the “Company Option B Cash Consideration”), and a number of shares of Company Capital Stock for which any then outstanding warrants are exercisable) payable in cash at Closing; and
(C) $2,000,000; divided by the aggregate number of ---------- shares of Company Surviving Corporation Capital Stock equal outstanding at the Effective Time (including the number of shares of Company Capital Stock for which any then outstanding warrants are exercisable), payable in cash to the Option B Effective Stockholders and the Warrant Holders on the earlier of (i) the closing of Petopia's initial public offering of common stock on Form S-1 filed with the Securities and Exchange Ratio Commission; or (ii) June 15, 2000, which obligation shall be evidenced by a promissory note, substantially in the form attached hereto as Exhibit B. ---------
(i) As a condition to the consummation of the Merger, the Holders shall be required to deposit 208,002 of the shares of Petopia Series E Preferred Stock to be received by them in the Merger (or the right to receive such shares upon exercise of the Common Stock Purchase Warrants) into an escrow account (the “Company Option B Stock Consideration,” "Escrow"), which shares shall be held and together released in accordance ------ with the Company Option B Cash Consideration terms of an Escrow Agreement (the "Escrow Agreement") to be entered ---------------- into by and among the cash Holders and a mutually agreeable escrow agent (the "Escrow ------ Agent"), in lieu substantially the form attached hereto as Exhibit C. Each Holder ----- --------- shall be required to deposit, or shall be responsible to deposit after the Effective Time upon exercise of fractional outstanding Common Stock Purchase Warrants, as the case may be, into Escrow their pro rata portion of the total number of shares of Series E Preferred Stock to be deposited into Escrow based upon the total number of shares of Company Capital Stock as specified belowowned by each such Holder, the “Company Option B Merger Consideration”). on a fully diluted basis .
(c) As a result of the First Company Merger and without any action on the part of the holders thereof, at the Effective Time, all such shares of Company Capital Stock shall no longer cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of shares of Company Capital Stock shall thereafter represent only cease to have any rights with respect to such shares of Company Capital Stock, except for the right to receive (except as otherwise provided in Section 1.8 hereof), without interest, the Company Merger Consideration set forth in this Section 1.4 and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid cash for fractional shares of Petopia Series E Preferred Stock in accordance with Section 2.03.1.6 of this Agreement upon the surrender of a certificate (each, a "Certificate") representing such shares of Company Capital ----------- Stock in accordance with the provisions of this Article I.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iiid) Each share of Company Capital Stock held by the Company as treasury stock or owned by Merger Petopia or any Subsidiary One immediately prior to (as defined in Section 1.4(e) of this Agreement) of Petopia at the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(ive) Each share For purposes of Company Stock held by this Agreement, (i) the word "Subsidiary" ---------- when used with respect to any direct Person means any corporation or indirect wholly owned Subsidiary other organization, whether incorporated or unincorporated, of the Company or any direct or indirect wholly owned Subsidiary of Parent which (in each case, other than Merger Subsidiary OneA) shall be converted into and become one share of Company Surviving Corporation Stock.
at least fifty percent (b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable50%) of the Company Surviving Corporation securities or Merger other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries; or (B) such Person or any other Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued such Person is a general partner, it being understood that representations and outstanding immediately prior warranties of a Person concerning any former Subsidiary of such Person shall be deemed to relate only to the Second Company Merger Effective Time (which, for the avoidance periods during which such former Subsidiary was a Subsidiary of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger such Person; and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as word "Person" means an individual, a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parentcorporation, Merger Subsidiary Three a limited liability company, a partnership, an association, a trust or any holder of other entity or organization, including a government or political subdivision or any capital stock agency or equity interests instrumentality thereof, or any affiliate (as applicable) that term is defined in the Securities Exchange Act of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”)1934, as amended, and the cash in lieu rules and regulations promulgated thereunder (the "Exchange Act")) of fractional shares of New Charter Common Stock as specified below. As any of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest------------ foregoing.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Petopia Com Inc)
Conversion of Shares. (a) At the First Company Effective Time, each then outstanding share of Prairie Common Stock not owned by Integra or any direct or indirect wholly-owned subsidiary of Integra, except for any such shares of Prairie Common Stock (i) held in the treasury of Prairie, or (ii) owned by Prairie stockholders who have properly demanded appraisal and payment for such shares pursuant to § 262 of the DGCL (“Dissenting Shares”), will be converted into the right to receive either (A) if and only if the conditions set forth in Section 7.3(d) with respect to the election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the “Code”), are satisfied, 5.914 shares of common stock, stated value $1.00 per share and the related rights to purchase shares of Series A Preferred Stock, no par value, which are attached to and trade with such shares (“Integra Common Stock”), of Integra (the “Per Share Stock Consideration”) and $65.26 in cash; or (B) if the conditions set forth in Section 7.3(d) are not satisfied, 5.760 shares of Integra Common Stock (the “Adjusted Per Share Stock Consideration”) and $63.57 in cash. The shares of Integra Common Stock and cash provided for in this Section 2.1(a) are referred to as the “Merger Consideration”.
(b) Each holder of Prairie Common Stock who would otherwise have been entitled to receive a fraction of a share of Integra Common Stock shall receive, in lieu thereof, cash in an amount equal to such fractional part of a share of Integra Common Stock multiplied by the Market Price (as defined in Section 8.6(a)(vi)).
(c) At the Effective Time, each share of Prairie Common Stock held in Prairie’s treasury immediately prior to the Effective Time shall, by virtue of the First Company Merger Merger, automatically and without any action on the part of the Companyholder thereof, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:be canceled.
(id) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to At the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such each then-outstanding share of Prairie Common Stock owned by Integra or any direct or indirect wholly-owned subsidiary of Integra (except for any shares of Company Stock shall no longer be outstanding and shall automatically that are Trust Account Shares or Dissenting Shares) will be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03retired.
(iie) Each share of common stock of Merger Subsidiary One Sub issued and outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company common stock, par value $1.00 per share, of the Surviving Corporation Stock.
(iii) Each share of Company Stock held by from and after the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Integra Bank Corp)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary Oneparty:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each Each share of Company Stock common stock, par value $.01 per share, of Sub issued and outstanding immediately prior to the First Company Merger Effective Time shall remain outstanding and shall represent one share of common stock, par value $.01 per share, of the Surviving Corporation, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation's common stock.
(b) Subject to Section 2.6(d), each share of the Company's common stock, par value $0.01 per share ("Common Stock"), outstanding immediately prior to the Effective Time (whicheach, for an "Outstanding Share" and collectively, the avoidance of doubt, shall exclude the Exchange "Outstanding Shares") shall be converted, at the election of the holder thereof (such election subject to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.032.9, into the right to receive the following considerationPer Share Merger Consideration in cash, payable to the holder thereof without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically otherwise cease to be outstanding, shall be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(iic) Each share of common stock Common Stock held in the treasury of Merger Subsidiary One outstanding the Company or by any of the Company's Subsidiaries immediately prior to the First Company Merger Effective Time shall be converted into canceled and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, retired without limitation, the Exchange Shares) shall be canceledany conversion thereof, and no payment or distribution shall be made with respect thereto.
(ivd) Each share In lieu of Company Stock the conversion of a portion of the Outstanding Shares held by any direct or indirect wholly owned Subsidiary them, Frank Paul and Carl Paul shall receive shares of the Company or any direct or indirect wholly owned Subsidiary common stock of Parent (in Parenx xxxx xxxversixx xx xxxh shares of Outstanding Shares. The number of shares of Outstanding Shares of each case, other than Merger Subsidiary One) of Carl Paul and Frank Paul that shall be converted into and become one share shares of Company Surviving Corporation Stock.
(b) At common xxxxx xx Parexx xxxxx xqual the Second Company Merger Effective Time by virtue quotient of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued with respect to Frank Paul, $3,547,525.00 and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of with respect to Carl Paul, $6,702,400.00, xx each case divided by the Per Share Merger Subsidiary Two outstanding immediately prior Xxxxxxxxation, rounded to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a nearest whole share. The number of shares of New Charter Common Stock common stock of Parent issuable upon the conversion of each such share of Outstanding Shares shall equal the quotient of the Per Share Merger Consideration divided by the price per share of common stock of Parent paid pursuant to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As consummation of the Parent Merger Effective Timetransactions contemplated by the Equity Financing Commitment, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior rounded to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect theretonearest whole share.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Golfsmith International Holdings Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of Parent, Sub, the Company, Merger Subsidiary One or any holder of the Shares or any shares of capital stock of Parent or Sub (other than the Company or Merger Subsidiary One:filing of the Certificate of Merger):
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) Each Share issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for other than any such share held in the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares treasury of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”or owned by Parent or Sub) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, exist and each certificate previously evidencing any such Share (other than any Share to be canceled pursuant to Section 2.07(b) of this Agreement and any Dissenting Shares (as hereinafter defined)) shall thereafter represent only only, the right to receive receive, upon the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid surrender of such certificate in accordance with the provisions of Section 2.03.
3.02 of this Agreement, an amount in cash per Share equal to the Offer Price (ii) Each share the "Per Share Merger Consideration"), without interest thereon. The holders of common stock of Merger Subsidiary One such certificates previously evidencing such Shares issued and outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stockcease to have any rights with respect to such Shares except as otherwise provided herein or by law.
(iiib) Each share Share (i) held in the treasury of Company Stock held by the Company as treasury stock or any of its Subsidiaries or (ii) owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time Parent or Sub (including, without limitation, the Exchange Sharesother than in a representative or fiduciary capacity) shall automatically be canceled, canceled and retired and shall cease to exist and no payment shall be made with respect thereto.
(ivc) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary common stock, $0.001 par value per share, of Sub ("Sub Common Stock") issued and outstanding immediately prior to the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) Effective Time shall be converted into and become one share of Company common stock, $0.001 par value per share, of the Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company "Surviving Corporation or Merger Subsidiary Two:
Common Stock") and each such share (i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the together with all other shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to this Section 2.02(a)(i2.07(c)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests shares of capital stock of the Merger Subsidiary Two Surviving EntityCorporation.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Trilogy, Inc.)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding any Shares held immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to (or held in the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”Company’s treasury) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange therefor;
(ii) Each share of common stock of Merger Subsidiary One outstanding any Shares held immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (includingParent, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company Purchaser or any other direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03, without interest.exchange therefor; Table of Contents
(iiiii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to any Shares irrevocably accepted for purchase in the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock Offer shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only be delivered in exchange therefor;
(iv) except as provided in clauses “(i)”, “(ii)” and “(iii)” above and subject to Section 2.5(b), each Share outstanding immediately prior to the Effective Time (other than any Dissenting Shares, as defined below) shall be converted into the right to receive the Parent Offer Price in cash, without interest (the “Merger Consideration Consideration”), subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.6(e), and shall cease to have any rights with respect thereto, except the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid the Merger Consideration in accordance with Section 2.03, 2.6 without interest; and
(v) each share of the common stock, $0.0001 par value per share, of Purchaser then outstanding shall be converted into one share of common stock, $0.0001 par value per share, of the Surviving Corporation.
(iib) Each share If, between the date of Parent Class A Common Stock held this Agreement and the Effective Time, the outstanding Shares are changed into a different number or class of shares by Parent as treasury reason of any stock split, division or owned directly by Parent immediately prior to subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Parent Merger Effective Time Consideration shall be canceled and no payment appropriately adjusted; it being understood that nothing in this Section 2.5(b) shall be made with respect theretoconstrued to permit the Company to take any action that is expressly prohibited by the terms of this Agreement.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. At the Effective Time:
(a) At each outstanding share of common stock, $0.01 par value per share (the First Company Merger Effective Time by virtue of the First Company Merger and without any action on the part of the Company"Shares"), Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One Purchaser or any subsidiary of Purchaser immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceledcancelled, and no payment shall be made with respect thereto.;
(ivb) Each each share of Company Stock held by any direct or indirect wholly owned Subsidiary common stock, $0.01 par value per share, of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of Company common stock, $0.01 par value per share, of the Surviving Corporation Stock.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;
(bc) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock each Share issued and outstanding immediately prior to on the Second Company Merger Effective Time date hereof (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or other than Shares to be issued cancelled in connection accordance with the First Company Merger and Section 1.02(a) hereof) shall not include any shares of Company Stock that were not be automatically converted into the right to receive $25.00 per Share in cash (subject to amendment based upon the Company total number of Shares outstanding on the Merger Consideration pursuant Closing and subject to Section 2.02(a)(iSections 1.02(e), 1.02(f) shall automatically be converted into and 6.04 hereof), payable to the right to receive one share of New Charter Common Stock holder thereof, without interest (the “New Charter "Merger Consideration”"). As , upon surrender of the Second Company Merger Effective Time, all certificate formerly representing such shares Share of Company Surviving Corporation Stock common stock in the manner provided in Section 1.03 hereof. All such Shares, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the New Charter Merger Consideration therefor, without interest, upon the surrender of such certificate in accordance with Section 1.03 hereof or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares pursuant to Section 1.05 hereof;
(d) all outstanding options granted by the Company to acquire shares of its common stock (the "Options") shall be cancelled. In consideration for the cancellation of the outstanding "in the money" Options pursuant to this Section 1.02(d), the Company shall pay to the holders of such Options an amount, in cash, equal to the product of (i) the difference between the Merger Consideration and the right per share exercise price of such Options multiplied by (ii) the number of shares covered by such Options. The Company agrees that with respect to receive any dividends or other distributions all outstanding "underwater" Options, the Company shall, prior to Merger Closing, obtain agreements from the holders of Options to cancel their Options, and, after such cancellation pursuant to this Section 2.03(h1.02(d), there shall be no Options outstanding; and
(e) The aggregate Merger Consideration payable to the Sellers shall be reduced by each Seller's pro rata share of any Postponement Deposit or Merger Postponement Payment (as defined in Section 5.11) made by Purchaser that, in each case to be issued case, has been released or paid in accordance with Section 2.03, without interestto such Sellers.
(iif) Each membership unit The Merger Consideration payable in respect of each Share shall be reduced by an amount equal to the pro rata portion applicable to such Share of the costs and expenses incurred in connection with the Merger Subsidiary Two outstanding immediately (including, without limitation, legal fees and the Dresdner Fee). Loeb shall provide the Paying Agent and the Company with a written, detailed list of such costs and expenses reasonably satisfactory to the Paying Agent, no fewer than three (3) days prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving EntityClosing.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
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Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except any Shares owned immediately prior to the Effective Time by the Company (including those held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(ii) any Shares owned both as otherwise of the Offer Commencement Date and immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(iii) any Shares irrevocably accepted for purchase pursuant to, the Offer, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(iv) except as provided in Section 2.02(a)(iiiclauses (i), Section 2.02(a)(iv(ii) and except for Dissenting Shares(iii) above and subject to Section 2.05(b), each share of Company Stock Share outstanding immediately prior to the First Company Merger Effective Time (whichother than any Dissenting Shares, for the avoidance of doubt, which shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures have only those rights set forth in Section 2.03, 2.07) shall be converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash Offer Price (the “Company Option A Cash Merger Consideration”), and a number in each case without any interest thereon, subject to any withholding of shares Taxes in accordance with Section 2.06(e); and
(v) each share of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu common stock, $0.0001 par value per share, of fractional shares Purchaser then outstanding shall be converted into one share of common stock of the Company Stock as specified below, Surviving Corporation. From and after the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, subject to this Section 2.05(a), all such shares of Company Stock Shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each applicable holder of such Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid therefor in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock2.06.
(b) At If, between the Second Company Merger Effective Time by virtue date of this Agreement and the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such the outstanding Shares are changed into a different number or class of shares by reason of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existany stock split, and shall thereafter represent only division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect theretoappropriately adjusted.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
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Conversion of Shares. (a) At As of the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One parties or any holder the holders of any capital stock Shares of the Company or Merger Subsidiary OneCompany:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) Each issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior Share (other than Shares to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), canceled in accordance with Section 2.6(c) and the procedures set forth in Section 2.03, Dissenting Shares) automatically shall be converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 Offer Consideration in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 payable, without interest, to the holder of such Share, upon surrender, in cash (the “Company Option B Cash Consideration”)manner provided in Section 2.7, and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified belowcertificate that formerly evidenced such Share. All such Shares, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Timewhen so converted, all such shares of Company Stock shall no longer be outstanding and automatically shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Merger Consideration and therefor upon the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid surrender of such certificate in accordance with Section 2.032.7. Any payment made pursuant to this Section 2.6(a) shall be made net of applicable withholding taxes in accordance with Section 2.7(f) to the extent that such withholding is required by applicable Legal Requirements.
(iib) Each issued and outstanding share of common stock stock, par value $0.01 per share, of the Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time Sub shall be converted into and become one validly-issued, fully-paid and nonassessable share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury common stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At All Shares that are owned at the Parent Merger Effective Time by virtue the Company, the Parent, the Merger Sub or any other direct or indirect wholly-owned Subsidiary of the Parent Merger and without any action on Company, the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or the Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time Sub shall be canceled and no payment Merger Consideration shall be made with respect theretodelivered in exchange therefor.
(iiid) Each membership unit At the Effective Time, all Company Options (as defined in Section 3.2(b)) outstanding under the Company’s equity incentive plans, the 1996 Amended Stock Option Plan F, as amended, the 1992 Amended and Restated Stock Option Plan E, as amended, the Stock Option Plan for Employees, the Restricted Stock and Stock Bonus Plan, the 2003 Stock Incentive Plan and the 1999 Contractor Stock Option Plan, and each other plan or Contract (as defined in Section 9.3(g)) of any nature with any Person (as defined in Section 9.3(d)) pursuant to which any option to purchase capital stock of the Company has been granted, but in any case excluding the Company’s Employee Stock Purchase Plan (collectively, the “Company Stock Option Plans”) shall be treated as set forth in Section 6.7(a). Rights outstanding under the Company’s Employee Stock Purchase Plan (the “Company Purchase Plan”) shall be treated as set forth in Section 6.7(c). Deferred Stock Units (as defined in Section 6.7(d)) and Restricted Stock (as defined in section 6.7(d)) shall be treated as set forth in section 6.7(d).
(e) The Merger Subsidiary Three outstanding immediately Consideration shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Company Common Stock having a record date on or after the date hereof and prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving EntityTime.
Appears in 1 contract
Conversion of Shares. (a) At Subject to Sections 1.5(c), 1.9 and 1.10, at the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any further action on the part of Parent, Merger Subsidiary Three Sub, the Company or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary ThreeStockholder:
(i) Each each share of Parent Class A Company Common Stock issued and outstanding immediately prior to held in the Parent Merger Company’s treasury as of the Effective Time shall be cancelled and retired and all rights in respect thereof shall cease to exist, without any conversion thereof or payment of any consideration therefor;
(other than any ii) each share of Parent Class A Common common stock of Merger Sub then outstanding shall remain outstanding and each certificate therefor shall be converted into one share of common stock of the Surviving Corporation;
(iii) except as provided in clauses “(i)” and “(ii)” of this sentence, and subject to Sections 1.5(b), 1.5(c), 1.5(d), 1.9 and 1.10, each share of Company Capital Stock to be canceled pursuant to Section 2.02(c)(ii)) then outstanding shall automatically be converted into the right to receive a number portion of shares the Merger Consideration (as defined below) as follows:
(1) each share of New Charter Series D Preferred Stock outstanding immediately prior to the Effective Time shall be converted into a fraction of a share of Parent Common Stock equal to the Parent Merger Series D Exchange Ratio (Ratio; provided, however, that if the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions distributed pursuant to Section 2.03(h), this clause (1) is insufficient to permit payment to such holders of their full preferential amounts set forth in each case to be issued or paid the Company’s Certificate of Incorporation in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent effect immediately prior to the Parent Effective Time, then the entire Merger Effective Time Consideration shall be canceled and no payment shall be made with respect thereto.distributed pro rata among the holders of the Series D Preferred Stock (including the holders of Company Warrants exercisable for Series D Preferred Stock);
(iii2) Each membership unit if, after full payment to the holders of the Series D Preferred Stock as set forth in clause “(1)” above, any Merger Subsidiary Three Consideration remains, each share of Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock of the Company outstanding immediately prior to the Parent Effective Time, in pari passu, shall be converted into an amount equal to the corresponding Exchange Ratio for each Series of such Preferred Stock, as set forth below; provided, however, that if the Merger Consideration distributed pursuant to this clause (2) is insufficient to permit payment to such holders of their full preferential amounts set forth in the Company’s Certificate of Incorporation in effect immediately prior to the Effective Time, then the entire remaining Merger Consideration shall be distributed ratably among the holders of the Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock in proportion to the preferential amount such holder is otherwise entitled to receive pursuant to such Certificate of Incorporation; and
(3) if, after payment to the holders of Company Preferred Stock as set forth in clauses (1) and (2) above, any Merger Consideration remains, each share of Company Common Stock outstanding immediately prior to the Effective Time shall continue be converted into a fraction of a share of Parent Common Stock equal to remain outstanding as a membership unit the Common Exchange Ratio; provided, however, that in no event shall the number of shares to be issued by Parent pursuant to this Agreement be greater than the Merger Consideration.
(iv) “Merger Consideration” means 4,534,936 shares of Parent Common Stock.
(v) The “Series A-1 Exchange Ratio” shall be 0.163522.
(vi) The “Series B-1 Exchange Ratio” shall be 0.169811.
(vii) The “Series B-2 Exchange Ratio” shall be 1.361635.
(viii) The “Series C-1 Exchange Ratio” shall be 0.169811.
(ix) The “Series C-2 Exchange Ratio” shall be 1.865409.
(x) The “Series D Exchange Ratio” shall be 0.339623.
(xi) The “Aggregate Preferred Preference Number” shall be equal to the sum of (A) the product of the Parent Surviving Entity and shall constitute Series A-1 Exchange Ratio multiplied by the only number of shares of Series A-1 Preferred Stock outstanding equity interests immediately prior to the Effective Time, plus (B) the product of the Series B-1 Exchange Ratio multiplied by the number of shares of Series B-1 Preferred Stock outstanding immediately prior to the Effective Time, plus (C) the product of the Series B-2 Exchange Ratio multiplied by the number of shares of Series B-2 Preferred Stock outstanding immediately prior to the Effective Time, plus (D) the product of the Series C-1 Exchange Ratio multiplied by the number of shares of Series C-1 Preferred Stock outstanding immediately prior to the Effective Time, plus (E) the product of the Series C-2 Exchange Ratio multiplied by the number of shares of Series C-2 Preferred Stock outstanding immediately prior to the Effective Time, plus (F) the product of the Series D Exchange Ratio multiplied by the number of shares of Series D Preferred Stock outstanding (or issuable upon the exercise of Company Warrants outstanding) immediately prior to the Effective Time.
(xii) The “Common Exchange Ratio” shall be equal to (A) the Merger Consideration minus the Aggregate Preferred Preference Number, divided by (B) the sum of (1) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time, plus (2) the number of shares of Company Common Stock issuable upon exercise of any Company Warrants outstanding immediately prior to the Effective Time, plus (3) the number of shares of Company Common Stock issuable upon exercise of any Company Options outstanding immediately prior to the Effective Time, plus (4) the number of shares issuable upon conversion of any other securities (other than shares of Company Preferred Stock) outstanding immediately prior to the Effective Time that are convertible into shares of Company Common Stock. If the Common Exchange Ratio as so determined results in no share or fractional share of Parent Surviving EntityCommon Stock being issuable in exchange for an outstanding share of Company Common Stock in the Merger, then all shares of Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to be outstanding upon the consummation of the Merger, any outstanding Company Options or Company Warrants exercisable into shares of Company Common Stock shall, to the extent not previously exercised, terminate upon the consummation of the Merger, and no Merger Consideration shall be payable or otherwise allocable to such cancelled shares of Company Common Stock, Company Options or Company Warrants exercisable for Company Common Stock.
(b) A portion of the Merger Consideration shall be delivered into escrow and held as specified in Section 1.9.
(c) If any shares of Company Capital Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company, then any shares of Parent Common Stock issued in exchange for such shares of Company Capital Stock in accordance with the applicable Exchange Ratio under this Agreement will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificate(s) representing such shares of Parent Common Stock may accordingly be marked with appropriate legends and placed in escrow with a third party designated by Parent.
(d) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. In lieu of such fractional shares, any holder of capital stock of the Company who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, upon surrender of such holder’s Company Stock Certificate(s), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by $1.59.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of Parent, Merger Sub 1, the Company, Merger Subsidiary One or any holder the holders of any capital stock securities of the Company or Merger Subsidiary Oneany other Person:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for each a “Company Share”) (other than (x) Company Shares to be cancelled pursuant to Section 2.04(b)(i) (the avoidance of doubt, shall exclude “Excluded Shares”) and (y) the Exchange Hook Stock Shares) shall shall, subject to Section 2.05 and Section 2.10, be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the following consideration:
(i) each Company Share with respect to which an election to receive a combination of stock and cash (a “Mixed Election”) has been effectively made and not revoked or lost pursuant to Section 2.05 (each, without interest a “Mixed Consideration Electing Share”) and each Non-Electing Company Share shall be converted into the right to receive the combination (the consideration which combination shall hereinafter be referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Mixed Consideration”): ) of (Ax) $100.00 28.25 in cash (the “Per Share Cash Amount”) and (y) 0.5833 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Mixed Election Stock Exchange Ratio”);
(ii) each Company Option A Share with respect to which an election to receive only cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 2.05 (each, a “Cash Electing Company Share”) shall be converted (provided that the Available Cash Election Amount equals or exceeds the Cash Election Amount) into the right to receive in cash, without interest, an amount (rounded to two decimal places) (the “Per Share Cash Election Consideration”) equal to the sum of (i) the Per Share Cash Amount plus (ii) the product of the Mixed Election Stock Exchange Ratio multiplied by the Parent Common Stock Reference Price; provided, however, that if (x) the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (y) the difference between (I) the product of the Per Share Cash Amount and the total number of Company Shares (other than Excluded Shares and Hook Stock Shares) issued and outstanding immediately prior to the Effective Time minus (II) the product of the number of Mixed Consideration Electing Shares (including any Non-Electing Company Shares) and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”), then each Cash Electing Company Share shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction; and
(iii) each Company Share with respect to which an election to receive only stock consideration (a “Stock Election”) has been effectively made and not revoked or lost pursuant to Section 2.05 (each, a “Stock Electing Company Share”) shall be converted (provided that the Cash Election Amount equals or exceeds the Available Cash Election Amount), into a number of shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Exchange Ratio”) equal to (i) the Mixed Election Stock Exchange Ratio plus (ii) the quotient (rounded to four decimal places) of the Per Share Cash Amount divided by the Parent Common Stock Reference Price; provided, however, that if the Available Cash Election Amount exceeds the Cash Election Amount, then each Stock Electing Company Surviving Corporation Share shall be converted into the right to receive (1) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Option A Effective product (rounded to four decimal places) of (x) the Exchange Ratio and (y) a fraction, the “Company Option A Stock Consideration,” and together with numerator of which shall be the Company Option A Per Share Cash Election Consideration minus the amount calculated in clause (1) of this paragraph and the cash in lieu denominator of fractional which shall be the Per Share Cash Election Consideration;
(i) each share of Company Stock held immediately prior to the Effective Time by Parent, Merger Sub 1 or Merger Sub 2 (other than any such shares that are Fiduciary Shares) shall be cancelled, and no consideration shall be paid with respect thereto; and
(ii) each share of Company Stock held immediately prior to the Effective Time by any Subsidiary of the Company Stock as specified below(any such shares, the “Company Option A Merger ConsiderationHook Stock Shares”) or (B) $115.00 in cash (shall be converted into the “Company Option B Cash Consideration”), and right to receive a number of validly issued, fully paid and non-assessable shares of the Company Surviving Corporation Parent Common Stock equal to the Option B Fixed Exchange Ratio.
(c) each share of common stock of Merger Sub 1 outstanding immediately prior to the Effective Exchange Ratio (Time shall be converted into and become one share of common stock, par value $0.01 per share, of the “Company Option B Stock Consideration,” and together Surviving Corporation with the Company Option B Cash Consideration same rights, powers and privileges as the cash in lieu of fractional shares so converted and shall constitute the only outstanding shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As capital stock of the First Company Merger Effective Time, Surviving Corporation;
(d) all such outstanding shares of Company Stock shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each share of Company Stock that was outstanding immediately prior to the Effective Time shall thereafter represent only the right to receive the Company applicable Merger Consideration and the right to receive Consideration, any dividends or other distributions pursuant to Section 2.03(h)Section 2.06(f) and any cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.09, in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03Section 2.06, without interest., as applicable; and
(iie) Each membership unit effective upon the delivery of Merger Subsidiary Two outstanding immediately prior the Written Consent, no dissenters’ or appraisal rights will be available with respect to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity Mergers and shall constitute the only outstanding equity interests other Transactions, including any remedy under Section 3-201 et seq. of the Merger Subsidiary Two Surviving EntityMGCL.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
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Samples: Merger Agreement (Morgan Stanley)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Purchaser, the Company, Merger Subsidiary One Sub or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Common Shares, each share of Company Stock Common Share issued and outstanding immediately prior to the First Effective Time, including any shares of restricted stock issued pursuant to the Stock Plans (other than (1) any Common Shares held in the treasury of the Company Merger Effective Time or by any wholly-owned Subsidiary of the Company and (which, for 2) the avoidance of doubtDissenting Shares), shall exclude the Exchange Shares) be cancelled and retired and shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive $1.00 in cash per share in accordance with the following considerationterms of Section 1.3, without interest thereon (the consideration referred to in either clause (A) or (B"Merger Consideration"), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), payable to the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares holder thereof upon surrender of the Company Surviving Corporation Stock equal to certificate formerly representing such Common Share or any replacement certificates representing such Common Shares as may be obtained from the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares transfer agent of the Company Stock as specified below, Company. At the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving CorporationPurchaser, the Company, Merger Subsidiary Two Sub 04543M107 (CUSIP Number) or any holder of any capital stock or equity interests Common Shares, (as applicablei) all of thx Xxxxxx Shares held in the treasury of the Company Surviving Corporation or Merger by any wholly-owned Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
thereto and (iiiii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit all of the Parent Surviving Entity Dissenting Shares shall be cancelled and shall constitute retired and, so long as such holders of Dissenting Shares comply with the only outstanding equity interests provisions of Section 92A.420 of the Parent Surviving EntityNRS, the Dissenting Shares shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Chapter 92A of the NRS.
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Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the CompanyPurchaser, Merger Subsidiary One Sub, Company or any the holder of any capital stock of the Company or Merger Subsidiary Onefollowing securities:
(ia) Except as otherwise provided in Section 2.02(a)(iiiAll common shares, without par value, of Company (the “Company Common Shares”), Section 2.02(a)(iv) issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time that are owned directly by Company (whichother than Company Common Shares held in trust accounts, for managed accounts, mutual funds and the avoidance like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned (within the meaning of doubt, shall exclude Rule 13d-3 of the Exchange Act) by third parties (any such shares, “Trust Account Shares”) and other than Company Common Shares held, directly or indirectly, by Company in respect of a debt previously contracted (any such shares, “DPC Shares”)) shall be cancelled and shall cease to exist, and no Merger Consideration and/or cash in lieu of fractional shares shall be delivered in exchange therefor.
(b) Subject to Sections 1.4(c), (e) and (f), each Company Common Share, but excluding Company Common Shares owned directly by Company or Purchaser (other than Trust Account Shares or DPC Shares) and Dissenting Shares, shall be converted, in the case of the Company Common Shares, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03Article II, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Merger Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Twointerest:
(i) Each share of for each Company Surviving Corporation Stock issued Common Share with respect to which an election to receive cash has been effectively made and outstanding immediately prior not revoked or lost pursuant to Section 2.3 (a “Cash Election”), cash in an amount equal to the Second Cash Value per Company Merger Effective Time Share (whichas hereinafter defined) (the “Cash Consideration”) (such shares collectively, “Cash Election Shares”); or
(ii) for each Company Common Share with respect to which an election to receive stock has been effectively made and not revoked or lost pursuant to Section 2.3 (a “Stock Election”), such number of common shares, without par value, of Purchaser (the avoidance of doubt“Purchaser Common Shares”) determined by multiplying by the Final Exchange Ratio (as hereinafter defined) (the “Stock Consideration”) (such shares collectively, shall only include “Stock Election Shares”); or
(iii) for each Company Common Share other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or lost pursuant to Section 2.3 (collectively, the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into “Non-Election Shares”), the right to receive the Company Merger from Purchaser such Cash Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common or Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid as is determined in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity1.4(g).
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of ParentNot later than April 30, Merger Subsidiary Three or any holder of any capital stock or equity interests 2017, Company shall deliver to Purchaser a schedule setting forth Company’s Adjusted Shareholders’ Equity (as applicablehereinafter defined) at March 31, 2017 (the “Initial Merger Consideration Schedule”). The Initial Merger Consideration Schedule will be certified by Company’s President, and the information contained therein will be consistent with the information provided by Company in any of Parent or its regulatory filings. The Initial Merger Subsidiary Three:
Consideration Schedule will be substantially in the form set forth in Exhibit “B” attached hereto, and will include (i) Each share the “Maximum Value” (determined by multiplying the Adjusted Shareholders’ Equity by 1.25, (ii) the “Minimum Value” (determined by multiplying the Adjusted Shareholders’ Equity by 1.15, (iii) the “Cash Value per Company Share” (determined by dividing the Maximum Value by 10,000, rounded to four decimal places), and (iv) the “Initial Exchange Ratio” (determined by dividing the Cash Value per Company Share by $13.3055, the twenty (20) trading day volume weighted average closing price of Parent Class A a Purchaser Common Stock issued and outstanding immediately prior Share ending on February 10, 2017 (“Initial VWAP”), rounded to four decimal places). For purposes of this Agreement: “Adjusted Shareholders’ Equity” means the Parent Merger Effective Time Company’s consolidated shareholders’ equity prepared in accordance with GAAP (other than any share as hereinafter defined) as of Parent Class A Common Stock March 31, 2017, plus the product of (x) the gross proceeds to be canceled received by Company in connection with the MWG Disposition, and (y) a tax adjustment factor of 0.65; and the “MWG Disposition” means the sale by Company of the entirety of its ownership interests in Lifetime Financial Advisors LLC, d.b.a. Monitor Wealth Group pursuant to Section 2.02(c)(ii7.2(e)) shall automatically be converted into . For the right to receive a number sake of shares clarity, “Monitor Wealth Group” is the registered trade name of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”)Lifetime Financial Advisors, LLC, and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective TimeLifetime Financial Advisors, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existLLC, and its assignees, shall thereafter represent only not be permitted to continue in business under such name following the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestMWG Disposition.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time by virtue Time, as a result of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One Parent, Purchaser or any the holder of any capital stock of Parent, Purchaser or the Company or Merger Subsidiary OneCompany:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) Each Share issued and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause other than (A) Shares that are cancelled pursuant to clause (iv) or (v) below and (B)) Shares that are owned by stockholders (“Dissenting Stockholders”) who have properly demanded in compliance in all respects with Section 262 of the DGCL and not withdrawn a demand for, or lost their right to, appraisal pursuant to Section 262 of the “Election”), DGCL with respect to such Shares (shares described in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause foregoing clauses (A) or and/or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi“Excluded Shares”), shall be converted into the “Company Merger Consideration”): (A) $100.00 right to receive an amount in cash equal to the Offer Price (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (without interest and less any applicable Tax withholdings. At the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock the Shares shall no longer cease to be outstanding outstanding, shall be cancelled and shall automatically cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest and less any applicable Tax withholdings, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent such rights as are provided by Section 262 of the DGCL to a holder thereof.
(ii) Each Dissenting Share shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the holder of such Dissenting Share may have under Section 2.8.
(iii) At the Effective Time, each share of common stock, par value $0.001 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation.
(iv) Any Shares then held by the Company in the Company’s treasury shall be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03exchange therefor.
(iiv) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock Any Shares then held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock Purchaser that were not converted into accepted for payment by Purchaser in the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) Offer shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive be delivered in exchange therefor.
(b) Without duplication of any dividends or other distributions adjustment made pursuant to Section 2.03(h1.1(e), in each case the Merger Consideration shall be adjusted appropriately and proportionately to be issued reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or paid in accordance distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately respect to Company Common Stock occurring on or after the date hereof and at or prior to the Second Company Merger Effective Time shall continue Time, and such adjustment to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(cConsideration shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 2.6(b) At shall be construed to permit the Parent Merger Effective Time by virtue of the Parent Merger and without Company to take any action on with respect to its securities that is prohibited by the part terms of Parentthis Agreement. For the avoidance of doubt, the Merger Subsidiary Three or any holder of any capital stock or equity interests (Consideration, as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior adjusted pursuant to this Section 2.6(b), shall equal the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled Offer Price, as adjusted pursuant to Section 2.02(c)(ii1.1(f)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Envivio Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of Buyer, Merger Sub, the Company, Merger Subsidiary One the Shareholders’ Representative or any holder the Shareholders, pursuant to this Agreement and Wisconsin Law, subject to the other provisions of any capital stock of the Company or Merger Subsidiary Onethis Section 4:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Each of the outstanding Shares (other than Dissenting Shares, each share as defined below) shall be converted into the right to receive an amount in cash, without interest thereon, equal to the sum of Company Stock (i) the Merger Consideration less the Holdback Amount, divided by 1,169,310 (such denominator representing the number of outstanding Shares immediately prior to the First Company Effective Time), payable to the holder thereof upon surrender of the certificate representing such Share, plus (ii) the aggregate portion of the Holdback Amount due and owing to the Shareholders pursuant to Section 3.03 and Section 3.04 above, divided by 1,169,310, payable to the holder thereof as provided in Section 3.03 and/or Section 3.04 above (collectively, the “Per Share Merger Effective Time (which, for Consideration”). For the avoidance of doubt, shall exclude the Exchange Shares) Per Share Merger Consideration associated with any Dissenting Shares shall be convertedretained by Buyer for use in addressing the amount due such Dissenting Shareholders pursuant to Section 4.03, at the election of the holder thereof (such election to receive consideration referred to in either clause below, with (A) or (B), the “Election”), in accordance amount payable with the procedures set forth in Section 2.03, into the right respect to receive the following consideration, without interest (the consideration referred to in either Dissenting Shares under clause (Ai) or (B), collectively, as modified above being paid by the Paying Agent to Buyer under the second sentence of Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”3.02(c), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash the amount payable with respect to Dissenting Shares under clause (the “Company Option B Cash Consideration”), and a number of shares ii) being retained by Buyer out of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”)Holdback Amount. As of the First Company Merger Effective Time, all such shares of Company Stock outstanding Shares (other than any Dissenting Shares) shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate representing any outstanding Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Per Share Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h)Sections 3.02 through 3.04, in each case to be issued or paid in accordance with Section 2.03above.
(iib) Each share of common stock stock, no par value per share, of Merger Subsidiary One outstanding immediately prior to Sub (the First Company “Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Sub Common Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including”), without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubtTime, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive and exchanged for one validly issued, fully paid and non-assessable share of New Charter Common Stock no par value common stock of the Surviving Corporation (the “New Charter Merger ConsiderationSurviving Corporation Common Stock”). As of From and after the Second Company Merger Effective Time, all each outstanding certificate which represented shares of Merger Sub Common Stock shall evidence ownership of and represent the number of shares of Surviving Corporation Common Stock into which such shares of Company Surviving Corporation Merger Sub Common Stock shall no longer have been converted.
(c) All Shares held in the Company’s treasury as of the Effective Time shall be outstanding and shall automatically be canceled cancelled and retired and all rights in respect thereof shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three conversion thereof or any holder payment of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestconsideration therefor.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time by virtue (i) each outstanding share of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital common stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.the right to receive, an amount in cash equal to: (A) $86,400,000, less, (B) the sum of:
(iii1) Each share of Company Stock held the Bank Debt (as hereinafter defined); plus (2) the amount (including accrued dividends) required to be paid by the Company as treasury stock or owned by Merger Subsidiary One immediately prior and/or its Subsidiaries to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary redeem all of the Company or any direct or indirect wholly owned Subsidiary Company's preferred stock and warrants and ASI's shares of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital preferred stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time, which shall be paid by Buyer to Representative at the Closing (collectively, the "Redemption Amount"); plus (3) all principal and interest outstanding as of April 30, 1998, plus any increase in such indebtedness (including accrued interest) through the Effective Time in respect of the Seller Notes (whichas hereinafter defined), which shall be paid by Buyer at Closing; plus (4) all principal and interest outstanding as of April 30, 1998, plus any increase in such indebtedness (including accrued interest) through the Effective Time in respect of any indebtedness owing by the Company or any of the Subsidiaries to any Stockholder or any Affiliate thereof, which shall be paid by Buyer at the Closing (collectively, the "Stockholder Loan Amount"); plus (5) $1,834,156.40 which is the estimated amount of federal, state or other Taxes payable by the Company or any of its Subsidiaries for the avoidance period through December 31, 1997, arising out of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company spin-off or disposition of the West Coast North (as defined below) capital stock to the West Coast Stockholders prior to the Closing (the "North Reduction Amount"); plus (6) the ASI Stock Purchase Consideration (as hereinafter defined) (the aggregate amount computed by subtracting (B) above from subsection (A) above being referred to herein as the "West Coast Merger and shall not include any Consideration"), divided by (C) the number of outstanding shares of Company Stock that were not converted into the right to receive common stock of the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit Time, and (ii) the shares of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital Acquisition Sub's common stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit converted into 1,000 outstanding shares of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit capital stock of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving EntityCorporation.
Appears in 1 contract
Samples: Plan of Merger and Stock Purchase Agreement (Pentacon Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Merger and without any further action on the part of Parent, Merger Sub, the Company or any Securityholder:
(i) any shares of Company Capital Stock then held by the Company (or held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Capital Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in subsections (a) and (b) of this Section 1.5 (Conversion of Shares) and subject to Sections 1.10 (Exchange/Payment), 1.11 (Post-Closing Adjustment to Closing Merger Consideration Amount), 1.12 (Earnout Consideration), 1.13 (PPP Forgiveness), 1.14 (Post-Closing Distributions), 1.15 (Appraisal Rights) and 1.16 (Securityholders’ Representative), each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares) shall cease to be an existing and issued share of Company Preferred Stock, and shall be converted, by virtue of the Merger and without any action on the part of the Companyholders thereof, Merger Subsidiary One or any holder of any capital stock of into the Company or Merger Subsidiary One:
right to receive, without interest, an amount in cash (i) Except at Closing equal to (x) the aggregate number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible pursuant to the Company Charter immediately prior to the Effective Time multiplied by (y) the Per Share Upfront Merger Consideration and (ii) in the event any Earnout Payment becomes due pursuant to Section 1.12, (x) the aggregate number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible pursuant to the Company Charter immediately prior to the Effective Time multiplied by (y) the Per Share Earnout Payment for each such Earnout Payment;
(iv) except as otherwise provided in subsections (a) and (b) of this Section 2.02(a)(iii1.5 (Conversion of Shares) and subject to Sections 1.10 (Exchange/Payment), Section 2.02(a)(iv1.11 (Post-Closing Adjustment to Closing Merger Consideration Amount), 1.12 (Earnout Consideration), 1.13 (PPP Forgiveness), 1.14 (Post-Closing Distributions), 1.15 (Appraisal Rights) and except for Dissenting Shares1.16 (Securityholders’ Representative), each share of Company Common Stock issued and outstanding immediately prior to the First Company Merger Effective Time (which, except for the avoidance of doubt, shall exclude the Exchange Dissenting Shares) shall cease to be an existing and issued share of Company Common Stock, and shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporationholders thereof, into the right to receive, without interest, an amount in cash equal to the Per Share Upfront Merger Subsidiary Two or Consideration and, in the event any holder of any capital stock or equity interests Earnout Payment becomes due pursuant to Section 1.12, the Per Share Earnout Payment for each such Earnout Payment; and
(as applicablev) each share of the Company Surviving Corporation or common stock, $1.00 par value per share, of Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock Sub issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled converted into one share of validly issued, fully paid and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit nonassessable common stock of the Surviving Corporation such that immediately following the Effective Time, Parent Surviving Entity shall become the sole and shall constitute the only outstanding equity interests exclusive owner of all of the Parent issued and outstanding capital stock of the Company as the Surviving EntityCorporation.
Appears in 1 contract
Samples: Merger Agreement (Integra Lifesciences Holdings Corp)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three Sub, the Company or any holder the holders of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Threethe following securities:
(ia) Each share of Parent Class A Common Stock Share issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A the Common Stock to be canceled pursuant to Shares cancelled in accordance with Section 2.02(c)(ii3.01(c) and Dissenting Shares (as hereinafter defined), if any) shall automatically will be converted into the right to receive a number (i) the Common Price Per Share, plus (ii) the Per Security Common Escrow Amount (in each case, without interest, and subject to deduction for any required withholding Tax) (it being understood that such Common Shares do not include Common Shares issuable upon the exercise of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio Options) (the “Parent Common Merger Consideration”), and payable to the cash holder thereof upon the surrender, in lieu of fractional shares of New Charter Common Stock as specified below. As the manner provided in Section 3.04, of the Parent Merger Certificate(s) (as hereinafter defined) that immediately prior to the Effective Time evidenced such Common Shares. From and after the Effective Time, all such shares of Parent Class A Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Common Share, by virtue of being a holder of Common Shares, shall cease to have any rights with respect thereto, except the right to receive the Common Merger Consideration therefor upon the surrender of such Common Share in accordance with Section 3.04.
(b) Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than Preferred Shares canceled in accordance with Section 3.01(c)), will be converted into the right to receive (i) the Preferred Price Per Share, plus (ii) the Per Security Preferred Escrow Amount (in each case, without interest, and subject to deduction for any required withholding Tax), payable to the holder thereof upon the surrender, in the manner provided in Section 3.04, of the Certificate(s) that immediately prior to the Effective Time evidenced such Preferred Shares (the “Preferred Merger Consideration”, and together with the Common Merger Consideration, the “Merger Consideration”). From and after the Effective Time, all such Preferred Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Preferred Share, by virtue of being a holder of Preferred Shares, shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration therefor upon the surrender of such Preferred Share in accordance with Section 3.04.
(c) Each Share that is held in the Company’s treasury shall automatically be cancelled and retired and shall cease to exist, and shall thereafter represent only without the right to receive the Parent Merger Consideration and the right to receive payment of any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestconsideration therefor.
(iid) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and common share, no payment shall be made with respect thereto.
(iii) Each membership unit par value per share, of Merger Subsidiary Three Sub issued and outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit automatically be converted into and exchanged for one validly issued, fully paid and nonassessable common share, no par value per share, of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving EntityCorporation.
Appears in 1 contract
Samples: Merger Agreement (Quidel Corp /De/)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Holding Company Merger and without any action on the part of the Company, Merger Subsidiary One or any a holder of any capital stock Equity Interests of the Company or Merger Subsidiary OneLPB:
(ia) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each Each share of Company LPB Common Stock outstanding held of record immediately prior to the First Company Merger Effective Time (whichby Lincoln MHC, for the avoidance LPB, Ion MHC or any Subsidiary of doubtLPB, Lincoln MHC or Ion MHC shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired at the Effective Time and no consideration shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stockexchange therefor.
(b) At the Second Company Merger Effective Time by virtue Subject to Sections 3.2 and 3.5, each of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests Outstanding Shares (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the other than shares of Company Surviving Corporation Stock issued or to be issued canceled in connection accordance with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i3.1(a)) shall automatically be converted into the right to receive one share of New Charter Common Stock cash in an amount equal to $10.10 (the “New Charter Per Share Merger Consideration”). As ; provided, however, that (A) if the sale of the Second Company Subject Loan has not been completed prior to the second (2nd) Business Day prior to the Closing Date, then the Per Share Merger Effective TimeConsideration shall be decreased by the amount equal to (1) the amount, all if any, of the portion of the aggregate outstanding principal amount of the Subject Loan that is not Collateralized as of such date, divided by (2) the sum of the total number of Outstanding Shares (other than shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically to be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii3.1(a)) shall automatically be converted into as of such date plus the right to receive a total number of shares of New Charter LPB Common Stock subject to LPB Options outstanding as of such date or (B) if the sale of the Subject Loan has been completed prior to the second (2nd) Business Day prior to the Closing Date, then the Per Share Merger Consideration shall be decreased by the amount equal to (1) the Parent Merger Exchange Ratio (amount, if any, by which the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As aggregate outstanding principal amount of the Parent Merger Effective TimeSubject Loan exceeds the proceeds obtained by Lincoln Bank from the sale of the Subject Loan, all such divided by (2) the sum of the total number of Outstanding Shares (other than shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically to be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii3.1(a)) Each share as of Parent Class A such date plus the total number of shares of LPB Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior subject to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain LPB Options outstanding as a membership unit of such date. If there is any decrease in the Parent Surviving Entity and Per Share Merger Consideration pursuant to this Section 3.1(b), then for purposes of this Agreement the term “Per Share Merger Consideration” shall constitute mean the only outstanding equity interests of the Parent Surviving Entitydecreased Per Share Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three Sub, the Company or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary ThreeShares:
(i) (A) Each share of Parent Class A Company Common Stock issued and outstanding (other than shares of Company Common Stock (a) held in the treasury of the Company, (b) that as of immediately prior to the Parent Merger Effective Time were owned by Parent, any Subsidiary of Parent, any Subsidiary of the Company or Merger Sub (other than any share the shares of Parent Class A Company Common Stock to be canceled pursuant to Section 2.02(c)(iidescribed in clause (c)), or (c) irrevocably accepted for payment in the Offer (collectively, the “Excluded Shares”)) shall be automatically be canceled and, subject to Section 3.9, converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio Offer Price (the “Parent Common Consideration”), without interest and (B) each share of Company Preferred Stock (other than shares of Company Preferred Stock held in the treasury of the Company) then issued and outstanding shall be automatically canceled and, subject to Section 3.9, converted into the right to receive the Preferred Consideration (the Common Consideration and the Preferred Consideration, collectively, the “Merger Consideration”), and without interest. At the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock the Shares (other than Excluded Shares) shall no longer cease to be outstanding and outstanding, shall automatically be canceled and retired cancelled and shall cease to exist, and each certificate (a “Company Stock Certificate”) formerly representing any of such Shares (other than Excluded Shares) and each non-certificated Share represented by book entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Parent applicable Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h)Consideration, in each case without interest, to be issued paid upon surrender of such Company Stock Certificate or paid Book Entry Share in accordance with Section 2.03, without interest3.6.
(ii) Each share Excluded Share described in Section 3.5(a)(i)(A)(a) and (c) and shares of Parent Class A Common Company Preferred Stock held in the treasury of the Company shall, by Parent virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist. Each Excluded Share described Section 3.5(a)(i)(A)(b) shall be converted into such number of shares of the Surviving Corporation such that immediately following the Merger the holders of such Excluded Shares hold the same percentage interest in the Surviving Corporation as treasury stock or owned directly by Parent they held in the Company immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect theretoMerger.
(iii) Each membership unit At the Effective Time, each share of common stock, par value $0.001 per share, of Merger Subsidiary Three Sub issued and outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit automatically be converted into one share of common stock, par value $0.001 per share, of the Parent Surviving Entity and shall constitute the only outstanding equity interests Corporation.
(b) Without duplication of the Parent Surviving Entityeffects of Section 2.1(f), if, between the date hereof and the Effective Time, the outstanding Company Common Stock and/or the Company Preferred Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the consideration into which each share of Company Common Stock and/or the Company Preferred Stock is converted in the Merger shall be equitably adjusted to the extent appropriate; provided that nothing in this Section 3.5(b) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any further action on the part of Parent, Merger Subsidiary Three Sub, the Company or any holder stockholder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Threethe Company:
(i) Each share of Parent Class A any Shares held by the Company shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(ii) any Common Stock Shares irrevocably accepted for purchase in the Offer shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses (i) and (ii) above and subject to Section 2.5(b), each Common Share then issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)Dissenting Shares) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock cash amount equal to the Parent Merger Exchange Ratio Common Offer Price, without interest thereon (the “Parent Common Consideration” and, together with the Preferred Consideration, the “Merger Consideration”), subject to any withholding of Taxes required by applicable Law in accordance with Section 2.10;
(iv) except as provided in clause (i) above and subject to Section 2.5(b), each Preferred Share then issued and outstanding (other than Dissenting Shares) shall be converted to the right to receive a cash amount equal to the Preferred Consideration without interest thereon, subject to any withholding of Taxes required by applicable Law in lieu accordance with Section 2.10 (for the avoidance of fractional shares doubt, the Merger Consideration will be appropriately adjusted to reflect fully the effect of New Charter any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Common Stock as specified below. As Shares), reorganization, recapitalization or other like change with respect to the Common Shares or Preferred Shares occurring after the date hereof and prior to the Effective Time); and
(v) each share of common stock, $0.01 par value per share, of Merger Sub then issued and outstanding shall be converted into one (1) fully paid and nonassessable share of common stock of the Parent Merger Surviving Corporation.
(b) At the Effective Time, all such shares of Parent Class A Common Stock Shares converted pursuant to Section 2.5(a)(iii) or Section 2.5(a)(iv) shall no longer cease to be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of any certificates evidencing such Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) immediately prior to the Effective Time shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Parent applicable Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interesttherefor.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Ceres, Inc.)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any further action on the part of Parent, Merger Subsidiary Three Sub, the Company or any holder shareholder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Threethe Company:
(i) Each share any Company Shares then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) shall remain outstanding, and no Per Share Merger Consideration or any other consideration shall be delivered in exchange therefor;
(ii) any Company Shares then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent Class A Common Stock issued shall remain outstanding, and outstanding immediately prior to the Parent no Per Share Merger Effective Time Consideration or any other consideration shall be delivered in exchange therefor;
(other than any share of Parent Class A Common Stock to be canceled pursuant iii) except as provided in clauses “(i)” and “(ii)” above and subject to Section 2.02(c)(ii)2.4(b) and the other terms and conditions of this Agreement, each Company Share then outstanding shall automatically be converted into deemed to have been transferred to Parent in exchange for the right to receive the Per Share Merger Consideration;
(iv) each Company Compensatory Award shall be assumed by Parent or exchanged for the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h)payment, in each case case, subject to be issued or paid and in accordance with Section 2.036.5; and
(v) each Ordinary Share, without interestnominal value NIS 0.01 per share, of Merger Sub then outstanding shall be converted into one Ordinary Share, nominal value NIS 0.02 per share, of the Surviving Company.
(iib) Each If, between the date of this Agreement and the Effective Time, the outstanding Company Shares are changed into a different number, class or category of shares by reason of any share split, division or subdivision of Parent Class A Common Stock held by Parent as treasury stock shares, share dividend, issuance of bonus shares, consolidation of shares, reverse share split, reclassification, recapitalization or owned directly by Parent immediately prior to other similar transaction, then the Parent Per Share Merger Effective Time Consideration shall be canceled and no payment shall be made with respect theretoappropriately adjusted.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Sub, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share any shares of Company Common Stock outstanding immediately prior to (each, a “Share”) held by the First Company Merger Effective Time (which, for including in the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (ACompany’s treasury) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) any direct or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares indirect wholly owned Subsidiary of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange therefor;
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock any Shares then held by the Company as treasury stock or owned by Parent, Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company Sub or any other direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration be delivered in exchange therefor;
(iii) except as provided in clauses (i) and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two above and subject to Section 1.5(b), each Share then outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to Dissenting Shares, as defined below) shall be canceled pursuant and cease to Section 2.02(c)(ii)) shall automatically exist and be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio $23.10 in cash, without interest (the “Parent Merger Consideration”), subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 1.6(g), and the cash in lieu holders of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and Shares shall cease to exist, and shall thereafter represent only have any rights with respect to such Shares other than the right to receive the Parent Merger Consideration and the right with respect to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.such Share; and
(iiiv) Each each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit common stock, $0.01 par value per share, of Merger Subsidiary Three Sub then outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit be converted into one validly issued, fully paid, and non-assessable share of common stock of the Parent Surviving Entity Corporation.
(b) If, between the date of this Agreement and the Effective Time, the outstanding Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall constitute be appropriately and equitably adjusted to provide the only outstanding equity interests holders of Shares and holders of Company Options, PSUs and RSUs with the Parent Surviving Entitysame economic effect as contemplated by this Agreement prior to such event; provided, that nothing in this Section 1.5(b) shall be construed to permit the Company to take any action that is expressly prohibited by the terms of this Agreement.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time and by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary Oneholders thereof:
(i) Except each share of common stock of the Company, $0.10 par value per share ("Company Common Stock"), and Series M Convertible Non-Voting Preferred Stock of the Company ("Series M Preferred Stock") held by the Company as otherwise provided treasury stock or owned by Buyer or any subsidiary of Buyer immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; provided, however, that any shares of Company Common Stock (A) held by the Company or Buyer in connection with any market making or proprietary trading activity or for the account of another person, (B) as to which the Company or Buyer is or may be required to act as a fiduciary or in a similar capacity or (C) the cancellation of which would violate any legal duties or obligations of the Company or Buyer, in each case shall not be canceled but, instead, shall be treated as set forth in Section 2.02(a)(iii), 1.02(a)(ii) below;
(ii) subject to Section 2.02(a)(iv1.03(e) and except for Dissenting Shareshereof, each share of Company Common Stock, and the associated preferred stock purchase right (the "Rights"), and each share of Series M Preferred Stock (collectively, the "Shares") outstanding immediately prior to the First Company Merger Effective Time (whichshall, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to except as otherwise provided in either clause (Ai) or (B)of this subsection, the “Election”), in accordance with the procedures set forth in Section 2.03, be converted into the right to receive the following consideration, without interest .8625 (the consideration referred subject to in either clause (Aadjustment pursuant to Section 1.02(a)(iii) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A "Exchange Ratio") fully paid and nonassessable shares of common stock, par value $2.00 per share (the "Buyer Common Stock"), of Buyer (the "Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”"). As of the First Company Merger Effective Time, all such shares of Company Stock Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Company Common Stock shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Buyer Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.031.03 hereof, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.; and
(iii) Each membership unit no adjustment to the Exchange Ratio shall be made in the event that the average of Merger Subsidiary Three outstanding immediately the closing prices (the "Final Average Closing Price") of Buyer Common Stock on the New York Stock Exchange (the "NYSE") Composite Transaction Tape on the 30 consecutive Trading Days ending on the earlier of (A) the 90th day after the date hereof and (B) the second Trading Day prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit date of the Parent Surviving Entity and shall constitute Company Stockholders Meeting (the only outstanding equity interests earlier of such dates being referred to as the "Measurement Date"), is not more than 25% greater or less than the average of the Parent Surviving Entity.closing prices (the "Initial Average Closing Price") of Buyer Common Stock on the NYSE Composite Transaction Tape on the 30 consecutive Trading Days ending on the first Trading Day immediately preceding the date hereof. In the event that the Final Average Closing Price is more than 25% greater than the Initial Average Closing Price, then the Exchange Ratio will not be .8625 but rather will be reduced to the product of (A) .8625 and (B) the quotient of (1) 1.25 times the Initial Average Closing Price and (2) the Final Average Closing Price. In the event that the Final Average Closing Price is more than 25% less than the Initial Average Closing Price, then the Company will have the right to terminate this Agreement by giving written notice (the "Termination Notice") of its election to do so to Buyer prior to 5:00 p.m., New York City time, on the second Trading Day after the Measurement Date; provided, however, that the Termination Notice will be deemed to be rescinded and will have no effect if, prior to 5:00 p.m., New York City time, on the second Trading Day after the date of Buyer's receipt of such Termination Notice, Buyer has given the Company written notice that it has agreed to increase the Exchange Ratio to the product of (A) .8625 and (B) the quotient of (1) 0.75 times the Initial Average Closing Price and (2)
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Merger and without any action on the part of any Party:
(a) Each Share that is owned by the Company (as treasury stock or otherwise) as of immediately prior to the Effective Time (collectively, the “Cancelled Shares”) will be automatically cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor. All Shares owned by Parent or any direct or indirect wholly owned Subsidiary of Parent or any direct or indirect wholly owned Subsidiary of the Company immediately prior to the Effective Time (“Specified Affiliate-Held Shares”) shall be converted automatically into that number (which may be a fraction less than one) of newly issued, fully paid and nonassessable share(s) of common stock of the Surviving Corporation that represents the same percentage interest in the Surviving Corporation common stock immediately after the Effective Time as such Specified Affiliate-Held Shares represented in the Company common stock immediately prior to the Effective Time.
(b) Each Share issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares, Cancelled Shares and Specified Affiliate-Held Shares) and all rights in respect thereof shall, by virtue of the Merger and without any action on the part of the Companyholder thereof, Merger Subsidiary One or any holder of any capital stock of forthwith cease to exist and shall be converted at the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following considerationreceive, in consideration of such cancellation, without interest interest, (the consideration referred to in either clause (A) or (Bi), collectively, as modified by subject to Section 2.02(a)(v) and Section 2.02(a)(vi2.4(d), an amount in Parent Shares representing a portion of the “Company Merger Consideration”): (A) $100.00 in Parent Share Consideration and cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the including cash in lieu of any fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.032.17) equal to the Estimated Per Share Merger Consideration, plus (ii) in each case when, if and to the extent payable hereunder, (A) an amount in cash, Parent Shares (subject to Section 2.4(d)) or a combination thereof pursuant to Section 2.6(g) equal to the Per Share 2025 Earnout Payment Amount, if any, plus (B) an amount in cash, Parent Shares (subject to Section 2.4(d)) or a combination thereof pursuant to Section 2.6(g) equal to the Per Share 2026 Earnout Payment Amount, if any, plus (C) an amount in cash equal to the Per Share Escrow Release Amount with respect to any amounts released to the Stockholders from the Escrow Fund from time to time pursuant to the terms of this Agreement and the Escrow Agreement, if any, plus (4) an amount in cash equal to the Per Share Holdback Release Amount with respect to any amounts released to the Stockholders from the Holdback Amount from time to time pursuant to the terms of this Agreement, if any, plus (5) an amount in cash, without interest, equal to the Per Share Excess Payment, if any.
(iic) Each share of common stock stock, par value $0.01 per share, of Merger Subsidiary One outstanding immediately prior to the First Company Sub (“Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Sub Common Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including”), without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubtTime, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one fully paid and nonassessable share of New Charter Common Stock (common stock, par value $0.01 per share, of the “New Charter Merger Consideration”)Surviving Corporation. As of the Second Company Merger Effective Time, all such the shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Sub Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and the holder or holders of such shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive shares of common stock in the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case Surviving Corporation to be issued or paid in accordance with Section 2.03consideration therefor as provided herein, without interest.
(iid) Each share of All Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior Shares to be allocated (i) pursuant to this Section 2.4 to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding Stockholders as a membership unit part of the Parent Surviving Entity and Share Consideration shall constitute be allocated on a pro rata basis based upon the only outstanding equity interests total amount of the Initial Merger Consideration payable to each such Stockholder in respect of such Stockholder’s shares of Common Stock and Company Options, as applicable and (ii) pursuant to Section 2.6 to the Stockholders shall be allocated on a pro rata basis based upon the total amount of the Performance Amounts payable in Parent Surviving EntityShares (subject to Section 2.6(g)(i)) to each such Stockholder in respect of such Stockholder’s shares of Common Stock and Company Options; provided, however, that notwithstanding the foregoing or anything else contained in this Agreement, Parent shall have the right, in its sole discretion, to cause GDC America, Inc. to pay to any non-Accredited Investors in only the form of cash (and not Parent Shares) any portion of the Merger Consideration due to such non-Accredited Investor. For the avoidance of doubt, the pro rata portion of Parent Shares to be allocated to any Stockholder shall not be increased by GDC America, Inc.’s payment to any non-Accredited Investor of any or all of such non-Accredited Investor’s portion of the Merger Consideration in cash.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gambling.com Group LTD)
Conversion of Shares. (a) At As of the First Company Merger Effective Time Time, by virtue of the First Merger and without any action on the part of any holder thereof or any party hereto, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held in the Company's treasury or by any of the Subsidiaries, and (ii) Dissenting Shares (as defined in Section 2.9)) shall be canceled and converted into the right to receive (such amount, the "MERGER CONSIDERATION") $35.00 per such share (determined by dividing $43,278,935 by 1, 236,541 (which represents the number of shares of Common Stock outstanding on a fully diluted basis as set forth on SCHEDULE 3.5) and provided that in the event SCHEDULE 3.5 with respect to such number of shares is inaccurate, the Merger Consideration shall be adjusted accordingly) exchanged pursuant to Section 2.11, LESS an amount equal to the Pro Rata Portion MULTIPLIED BY the amount by which the aggregate amount of (i) the expenses incurred or to be incurred by the Company and/or the Sellers and (ii) the estimated amount of Transfer Taxes, pursuant to Sections 8.7(a) and 8.7(b), exceeds $1,000,000 (provided that if the actual amount of Transfer Taxes is less than such estimated amount such that the aggregate amount of such expenses and the actual amount of Transfer Taxes is less than $1,000,000, the Merger Consideration shall be adjusted accordingly), payable in cash to the holder thereof, without interest thereon, upon surrender of the Certificate formerly representing such share, all in accordance with Section 2.11; PROVIDED, that the aggregate amount payable to any holder of a Certificate representing Common Stock shall be reduced dollar-for-dollar by the amount, if any, such holder owes the Company. Any adjustment to the Merger Consideration set forth in this Section 2.8 shall survive the Closing.
(b) Each share of Common Stock held in the treasury of the Company or by any Subsidiary immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Companyholders thereof, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, retired and cease to exist as of the Effective Time and no payment shall be made with respect thereto.
(ivc) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary capital stock of Newco issued and outstanding immediately prior to the Effective Time shall, at the time of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of Newco, be converted on a one-for-one basis into shares of the Company corresponding class and/or series of capital stock of the Surviving Corporation, Merger Subsidiary Two or any holder except that shares of any capital stock or equity interests (as applicable) Newco's Class C Convertible Common Stock, par value $.01 per share, shall be converted on a one for one basis into shares of the Company Surviving Corporation or Merger Subsidiary Two:Class A Common.
(id) Each share From and after the Effective Time, the holders of Company Surviving Corporation Stock issued and outstanding immediately prior Certificates (except for Certificates representing Dissenting Shares) shall cease to the Second Company Merger Effective Time (whichhave any rights with respect to such Certificates, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into except the right to receive the Company Merger Consideration pursuant with respect to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As each of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestrepresented thereby.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Town Sports International Inc)
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One Sub, the Company or any stockholder of the Company or any holder of any shares of any capital stock of the Company or Merger Subsidiary OneSub:
(i) Except as otherwise provided in Section 2.02(a)(iii)any shares of common stock, Section 2.02(a)(ivpar value $0.0001 per share, of the Company (“Company Common Stock”) and except for Dissenting Shares, each share of Company Stock outstanding held immediately prior to the First Company Merger Effective Time by the Company (which, for or held in the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (ACompany’s treasury) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “any Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and Subsidiary shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange therefor;
(ii) Each share any shares of common stock of Merger Subsidiary One outstanding Company Common Stock held immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Parent, Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company Sub or any other direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03, without interest.exchange therefor;
(iiiii) Each membership unit any shares of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to irrevocably accepted for purchase in the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock Offer shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall thereafter represent only be delivered in exchange therefor;
(iv) except as provided in clauses (i) and (ii) above (collectively, the “Excluded Shares”) and clause (iii) above, and subject to Section 3.5(b), each share of Company Common Stock outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be cancelled and converted into the right to receive the Parent Offer Price in cash, without interest thereon (the “Merger Consideration Consideration”) and shall cease to have any rights with respect thereto, except the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case the Merger Consideration to be issued or paid in accordance with Section 2.033.6, without interest.interest thereon; and
(iiv) Each each share of Parent Class A the common stock, $0.01 par value per share, of Merger Sub (the “Merger Sub Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time Stock”) then outstanding shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit converted into one share of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit common stock, $0.01 par value per share, of the Parent Surviving Entity Corporation (the “Surviving Corporation Common Stock”) and shall constitute the only outstanding equity interests shares of the Parent Surviving EntityCorporation. From and after the Effective Time, all certificates representing shares of Merger Sub Common Stock, if any, shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be appropriately adjusted; provided, that nothing in this Section 3.5(b) shall be construed to permit the Company to take any action that is expressly prohibited by the terms of this Agreement.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except any Shares owned immediately prior to the Effective Time by the Company (including those held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(ii) any Shares owned both as otherwise of the Offer Commencement Date and immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(iii) any Shares irrevocably accepted for purchase pursuant to, the Offer, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(iv) except as provided in Section 2.02(a)(iiiclauses (i), Section 2.02(a)(iv(ii) and except for Dissenting Shares(iii) above and subject to Section 2.05(b), each share of Company Stock Share outstanding immediately prior to the First Company Merger Effective Time (whichother than any Dissenting Shares, for the avoidance of doubt, which shall exclude the Exchange Shareshave only those rights set forth in Section 2.07) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash Offer Price (the “Company Option A Cash Merger Consideration”), and a number in each case without any interest thereon, subject to any withholding of shares Taxes in accordance with Section 2.06(e); and
(v) each share of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu common stock, $0.0001 par value per share, of fractional shares Purchaser then outstanding shall be converted into one share of common stock of the Company Stock as specified below, Surviving Corporation. From and after the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, subject to this Section 2.05(a), all such shares of Company Stock Shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each applicable holder of such Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid therefor in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation StockSection 2.06.
(b) At If, between the Second Company Merger Effective Time by virtue date of this Agreement and the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such the outstanding Shares are changed into a different number or class of shares by reason of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existany stock split, and shall thereafter represent only division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect theretoappropriately adjusted.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except any Shares held immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent or any Person that owns, directly or indirectly, all of the outstanding equity interests of Purchaser, shall, in each case, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(ii) except as otherwise provided in clause (i) above and subject to Section 2.02(a)(iii2.5(b), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock Share outstanding immediately prior to the First Company Merger Effective Time (whichincluding Shares subject to Company Share Awards, for the avoidance of doubtwhich are governed by Section 2.8), shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the following considerationOffer Price, without any interest thereon (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi)such amount, the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and subject to any withholding of Taxes in accordance with Section 2.6(e); and
(iii) all issued and outstanding limited liability company interests of Purchaser then outstanding shall be converted into a number of validly issued, fully paid and nonassessable shares of common stock of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares Shares issued and outstanding as of the Company Surviving Corporation Stock equal immediately prior to the Option B Effective Exchange Ratio (Time. From and after the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock Shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each applicable holder of such Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Company Merger Consideration and therefor upon the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid surrender of such shares of Company Common Stock in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock2.6.
(b) At If, between the Second Company Merger Effective Time by virtue date of this Agreement and the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such the outstanding Shares are changed into a different number or class of shares by reason of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existany stock split, and shall thereafter represent only division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the right to receive the New Charter Merger Consideration and shall be appropriately adjusted with the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately same economic effect as contemplated by this Agreement prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entitysuch event.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (AlerisLife Inc.)
Conversion of Shares. (a) At As of the First Company Merger Effective Time Time, by virtue of the First Merger and without any action on the part of any holder thereof or any party hereto, (A) each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) the Schedule 2.8 Shares, (ii) shares held by Newco, (iii) shares held in the Company’s treasury or by any of the Subsidiaries and (iv) Dissenting Shares (as defined in Section 2.10)) shall be canceled and converted into the right to receive the respective Merger Consideration exchanged pursuant to Section 2.9, payable in cash to the holder thereof, without interest thereon, upon surrender of the Certificate formerly representing such share, all in accordance with Section 2.9 and (B) the Schedule 2.8 Shares set forth opposite each Consenting Stockholder’s name on Schedule 2.8 shall be converted as follows: (i) a number of such shares equal to (x) the total number of Schedule 2.8 Shares set forth opposite such Consenting Stockholder’s name multiplied by (y) a fraction (the “Fraction”), the numerator of which is the Cash Difference Amount and the denominator of which is the Base Common Stock Value, shall be converted into the right to retain one fully paid and non-assessable share of Class A Common and (ii) the remaining Schedule 2.8 Shares set forth opposite such Consenting Stockholder’s name on Schedule 2.8 shall be cancelled and converted into the right to receive the Base Common Stock Value.
(b) Each share of Common Stock held in the treasury of the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Companyholders thereof, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, retired and cease to exist as of the Effective Time and no payment shall be made with respect thereto.
(ivc) Each As of the Effective Time, each share of Company Stock held by any direct or indirect wholly owned Subsidiary capital stock of Newco issued and outstanding immediately prior to the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger shall, and without any action on the part of Newco, be converted on a one-for-one basis into shares of the Company corresponding class of capital stock of the Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:.
(id) Each share From and after the Effective Time, the holders of Company Surviving Corporation Stock issued and outstanding immediately prior Certificates (except for Certificates representing Dissenting Shares) shall cease to the Second Company Merger Effective Time (whichhave any rights with respect to such Certificates, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into except the right to receive the Company Merger Consideration pursuant consideration set forth in Section 2.8(a) with respect to each of the shares represented thereby, including with respect to the Schedule 2.8 Shares described in Section 2.02(a)(i2.8(a)(B)(i)) shall automatically be converted into , the right to receive retain one fully paid and non-assessable share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interestStock.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
Appears in 1 contract
Samples: Merger Agreement (Sealy Corp)
Conversion of Shares. (a) At All Shares held in the First Company Merger Effective Time by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock treasury of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares"EXCLUDED SHARES") shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only exist as of the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03.
(ii) Each share of common stock of Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (includingTime, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stockconsideration being payable therefore.
(b) At Notwithstanding anything in this Agreement to the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporationcontrary, Merger Subsidiary Two Shares which would otherwise constitute Elected Cash Shares or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock Non-Elected Cash Shares hereunder, which are issued and outstanding immediately prior to the Second Company Merger Effective Time and which are held by stockholders who did not vote in favor of the Merger and who comply with all of the relevant provisions of Section 262 of the DGCL (which, the "DISSENTING SHARES") shall not be converted into or be exchangeable for the avoidance of doubtright to receive the Cash Merger Price (as defined below), but instead shall only include be converted into the shares of Company right to receive payment from the Surviving Corporation Stock issued or with respect to be issued such Dissenting Shares in connection accordance with the First Company Merger DGCL, unless and until such holders shall not include have effectively withdrawn or lost their rights to appraisal under the DGCL. If any shares of Company Stock that were not such holder shall have effectively withdrawn or lost such right, such holder's Shares shall be converted into the right to receive the Cash Merger Price (as defined below). The Company Merger Consideration pursuant shall give prompt notice to the Investor of any demands received by the Company for appraisal of Shares, and the Investor shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Investor, make any payment with respect to, or settle or offer to settle, any such demands.
(c) By virtue of the Merger, each Share issued and outstanding immediately prior to the Effective Time, other than Excluded Shares and Dissenting Shares, shall be retained or converted into the right to receive cash as follows:
(i) Each Share that is an Elected Retained Share and each Share that is a Non-Elected Retained Share (as defined in Section 2.02(a)(i2.4(c)) (in either case, a "RETAINED SHARE") shall be retained by the holder thereof following the Effective Time, shall remain outstanding and shall represent one share of Common Stock, par value $.01 per share, of the Surviving Corporation; and
(ii) Each Share that is an Elected Cash Share and each Share that is a Non-Elected Cash Share (as defined in Section 2.4(b)) shall automatically be converted into the right to receive one share of New Charter Common Stock from the Surviving Corporation $11.00 in cash (the “New Charter Merger Consideration”"CASH MERGER PRICE"). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
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Conversion of Shares. (a) At Each Share issued and outstanding immediately prior to the First Company Merger Effective Time (other than (i) Shares owned by Parent, Purchaser or by any Subsidiary or affiliate of Parent, Purchaser or by the Company, all of which shall be canceled without any consideration being exchanged therefor and (ii) Dissenting Shares) shall, by virtue of the First Company Merger and without any action on the part of the Companyholder thereof, Merger Subsidiary One or be converted at the Effective Time into the right to receive in cash an amount per Share (subject to any holder of any capital stock applicable withholding tax specified in Section 2.10 hereof) equal to the Offer Price, without interest (the "MERGER CONSIDERATION"), upon the surrender of the Company or Merger Subsidiary One:
(i) Except certificate representing such Shares as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares3.
1. At the Effective Time, each share of Company (x) Existing Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) Option shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the following considerationOption Consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”)if any, and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”y) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock each Existing Warrant shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only converted into the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h)Warrant Consideration, if any, in each case pursuant to be issued or paid in accordance with Section 2.033.3 hereof.
(iib) Each share of common stock of Merger Subsidiary One the Company's series B preferred stock, par value $0.01 per share (the "PREFERRED STOCK"), issued and outstanding immediately prior to the First Company Merger Effective Time shall be converted into shall, in accordance with the Company's Certificate of Designation, Preference and become one share Rights of Company Surviving Corporation Series B Preferred Stock.
, as filed with the Secretary of State of the State of Delaware on July 29, 1999 (iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled"CERTIFICATE OF DESIGNATION"), and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporationholder thereof, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of be converted at the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(iLiquidation Preference (as such term is defined in the Certificate of Designation)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As , as calculated as of the Second Company Merger Effective Time, all without interest, upon surrender of the certificate representing such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Preferred Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to provided in Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest3.1.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
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Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any further action on the part of the CompanyParent, Merger Subsidiary One or any holder of any capital stock of Purchaser, the Company or Merger Subsidiary Oneany stockholder of the Company:
(i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding Shares owned immediately prior to the First Company Merger Effective Time (which, for by the avoidance of doubt, shall exclude the Exchange Shares) Company shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), be delivered in each case to be issued or paid in accordance with Section 2.03.exchange for such Shares;
(ii) Each share Shares (A) owned as of common stock the commencement of Merger Subsidiary One outstanding the Offer and immediately prior to the First Company Merger Effective Time shall be converted into by Parent, Purchaser, or any other direct or indirect wholly-owned Subsidiary of Parent and become one share of Company Surviving Corporation Stock.
(iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly wholly-owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent and (B) irrevocably accepted by Purchaser for purchase pursuant to the Offer (with all funds necessary to purchase such Shares having been provided to the Depository Agent pursuant to Section 1.1(f)), shall, in each casecase of clauses (A) and (B), other than Merger Subsidiary One) be cancelled and shall cease to exist, and no consideration shall be converted into and become one share of Company Surviving Corporation Stock.delivered in exchange for such Shares;
(biii) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (except as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
provided in clauses (i) Each share of Company Surviving Corporation Stock issued and (ii) above and subject to Section 2.5(b), each Share then outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubtother than any Dissenting Shares), shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant Offer Price, net to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock seller in cash, without interest (the “New Charter Merger Consideration”). As , subject to the provisions of the Second Company Merger Effective TimeSection 2.6, all such shares including any withholding of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid Taxes in accordance with Section 2.032.6(e); and
(iv) each share of the common stock, without interest$0.01 par value per share, of Purchaser then outstanding shall be converted into one share of common stock, $0.01 par value per share, of the Surviving Corporation.
(iib) Each membership unit If, between the date of this Agreement and the Effective Time, the outstanding Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, exchange or consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Subsidiary Two outstanding immediately Consideration shall be appropriately adjusted to provide the same economic effect as contemplated by this Agreement prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entitysuch change.
(c) At the Parent Merger Effective Time by virtue Time, all holders of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and Shares that were outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existhave any rights as stockholders of the Company other than, and shall thereafter represent only subject to Section 2.7, the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to as contemplated by this Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest2.5.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
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Conversion of Shares. (a) At the First Company Merger Effective Time Time, by virtue of the First Company Merger and without any action on the part further action, each outstanding share of the Company, Merger Subsidiary One or any holder of any capital stock of each of the Company or Merger Subsidiary One:
(i) Except as otherwise provided in and Financial Sub, subject to Section 2.02(a)(iii1.1(c), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, converted into the right to receive the following considerationproperty, deliverable to the applicable holder of each such shares, without interest (interest, upon the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares surrender of the Company Surviving Corporation certificate(s) formerly representing such outstanding share(s):
(i) The Common Stock equal owned by Dennxx Xxxxx xx owned by a person or entity who would be a "Permitted Transferee" of Dennxx Xxxxx xxxer Section 7 of the Shareholders' Agreement to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with be entered into between the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h)Investors, in each case to be issued or paid in accordance with Section 2.03.
the form attached hereto as Exhibit "B" (iihereinafter the "Investors Shareholders' Agreement") Each share of common stock of Merger Subsidiary One outstanding immediately prior to at the First Company Merger Effective Time shall be converted into the right to receive 4,943,221 shares of the Common Stock of the Surviving Corporation;
(ii) As Melixx Xxxxxxx Xxxxx xxx elected under the Plan to receive Eleven Million Dollars (US $11,000,000) for the Common Stock owned by her, at the Effective Time such Common Stock shall be converted into the right to receive such payment, which shall occur simultaneously with the Closing, as provided in Section 6.9 hereof, in the manner provided by the Plan and become one share of Company Surviving Corporation Stock.the Election made by her;
(iii) Each share of Company The Common Stock held owned by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to Hayex Xxxrocomputer Products, Inc. Profit-Sharing, Saving and Stock Plan (the First Company Merger "Employee Stock Plan") at the Effective Time (including, without limitation, the Exchange Shares) shall be canceledconverted into the right to receive 156,779 shares of the Common Stock of the Surviving Corporation;
(iv) All outstanding shares (or fraction thereof) of the stock of Financial Sub at the Effective Time shall be converted into the right to receive that number of shares of the Series A Preferred Stock of the Surviving Corporation (the "Preferred Shares") as set forth opposite Rinzai's name on Schedule 1 hereto (the "Schedule of Investors"), which shall, in any event, represent an aggregate number of shares to be issued to Rinzai equal to twenty-eight and one hundredth seventy-five thousands percent (28.175%) of the Surviving Corporation's capital stock issued and outstanding immediately after the Merger and the sale and issuance of Preferred Shares pursuant to Section 1.3 (determined on an as-converted basis); and
(v) Any shares of capital stock of the Company or Financial Sub which at the Effective Time are held in the treasury of such company, shall be canceled and retired, and no payment shall be made with respect thereto.
(iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock.
(b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two:
(i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity.
(c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three:
(i) Each share of Parent Class A Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than any share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall automatically be converted into the right to receive a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio (the “Parent Merger Consideration”), and the cash in lieu of fractional shares of New Charter Common Stock as specified below. As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.
(ii) Each share of Parent Class A Common Stock held by Parent as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time shall be canceled and no payment shall be made with respect thereto.
(iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.
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Samples: Merger Agreement (Hayes Corp)
