Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company: (i) any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor; (ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor; (iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and (iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO"). (b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio shall be appropriately adjusted. (c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (LJL Biosystems Inc), Merger Agreement (Molecular Devices Corp), Agreement and Plan of Merger and Reorganization (Molecular Devices Corp)
Conversion of Shares. (a) Subject to the other subsections terms and conditions of this Section 1.5Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then Shares held by the Company or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time (or held in the Company's ’s treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then Shares held by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses “(i)” and “(ii)” above, each Company Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price; and
(iv) each share of the common stockCommon Stock, $0.001 par value per share, of Merger Sub then outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between during the period from the date of this Agreement and through the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock 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, or if a stock dividend is declared by the Company during such period, then the Exchange Ratio Offer Price shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately adjusted to the extent appropriate to provide the same economic effect as contemplated by this Agreement prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other conditionsuch action.
Appears in 3 contracts
Samples: Merger Agreement (Symyx Technologies Inc), Merger Agreement (Symyx Technologies Inc), Merger Agreement (Symyx Technologies Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubPurchaser, the Company or any other stockholder of the Company:
(i) any shares of Company Common Stock then Shares held immediately prior to the Effective Time by the Company or any Subsidiary of the Acquired Company (or including Shares held in the Company's ’s treasury) shall automatically be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then Shares held immediately prior to the Effective Time by Parent, Merger Sub Purchaser or any other direct or indirect wholly owned Subsidiary of Parent shall automatically be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) except for (A) the Excluded Shares and (B) Dissenting Shares, each Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest (the “Merger Consideration”), subject to any withholding of Taxes required by applicable Laws in accordance with Section 3.6(e); and
(iv) each share of the common stock, $0.001 par value per share, of Merger Sub then Purchaser outstanding immediately prior to the Effective Time shall be converted into one (1) share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement Date and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock 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 Exchange Ratio Merger Consideration shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 2 contracts
Samples: Merger Agreement (Pacira BioSciences, Inc.), Merger Agreement (Flexion Therapeutics Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses (i) and (ii) above and subject to Sections 1.5(b) and 1.5(c), each share of Company Common Stock then outstanding shall be converted into the right to receive 0.706 of a share of Parent Common Stock; and
(iv) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 . The fraction of a share of Parent Common Stock specified in Section 1.5(a)(iii) (as such fraction may be adjusted in accordance with Section 1.5(b)) is referred to as the "EXCHANGE RATIO")“Exchange Ratio.”
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio shall be appropriately adjusted.
(c) If 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. Any holder of Company Common Stock outstanding immediately prior 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, in lieu of such fraction of a share and upon surrender of such holder’s Company Stock Certificate(s) (as defined in Section 1.6), be paid in cash the dollar amount (rounded to the Effective Time are unvested or are subject to nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a repurchase option, risk share of forfeiture or other conditionParent Common Stock on The NASDAQ Stock Market on the date the Merger becomes effective.
Appears in 2 contracts
Samples: Merger Agreement (Catalyst Semiconductor Inc), Merger Agreement (On Semiconductor Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common 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 at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, 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 of Company Common Stock then outstanding (other than any Dissenting Shares, as defined below) shall be converted into the right to receive the Per Share Amount (the "Merger Consideration"), without interest;
(iv) each share of the common stock, $0.001 par value per share, of Merger Acquisition Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(ivv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock all then outstanding Company Options shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO")terminated.
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Merger Consideration shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 2 contracts
Samples: Merger Agreement (Cubic Corp /De/), Merger Agreement (Ecc International Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the CompanyMember:
(i) any shares of Company Common Stock then each Class A Share held by the Company as treasury stock or owned by Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and retired and will cease to exist and no consideration shall be paid or payable in respect thereof;
(ii) each Class A share held by any Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired and shall cease immediately prior to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding Time shall be converted into one share of common stock limited liability company interest of the Surviving Corporation; andCompany;
(iviii) except as provided in clauses "“(i)" ” and "“(ii)" ” of this sentenceSection 1.5(a) and subject to Section 1.5(b) and Section 1.7, each share of Class A Share outstanding (including each Company Common Stock then outstanding Restricted Share) immediately prior to the Effective Time shall be converted into the right to receive 0.30 $8.08 in cash, without interest;
(iv) each Class B Share outstanding immediately prior to the Effective Time shall, subject to the substantially contemporaneous consummation of a share the transactions contemplated by the Founders Agreement, automatically be canceled and retired and will cease to exist and no consideration shall be paid or payable in respect thereof; and
(v) each limited liability company interest of Parent Common Stock (Merger Sub outstanding immediately prior to the "EXCHANGE RATIO")Effective Time shall be converted into one limited liability company interest of the Surviving Company.
(b) If, between during the period commencing on the date of this Agreement and ending at the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock Class A Shares are changed into a different number or class of shares by reason of any stock share split, division or subdivision of shares, stock share dividend, reverse stock share split, consolidation of shares, reclassification, recapitalization or other similar transaction, or if a share dividend is declared by the Company during such period, or a record date with respect to any such event shall occur during such period, then the Exchange Ratio consideration to be delivered in respect of Class A Shares pursuant to Section 1.5(a)(iii) and in respect of Company RSUs pursuant to Section 5.7(a) shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior adjusted to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other conditionextent appropriate.
Appears in 2 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (Fortress Investment Group LLC)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubPurchaser, the Company or any stockholder of the Company:
(i) any all shares of Company Common Stock then held by the Company or any wholly owned Company Subsidiary of the Company (or held in the Company's ’s treasury) immediately prior to the Effective Time shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered paid in exchange therefor;
(ii) any all shares of Company Common Stock then held by Parent, Merger Sub Purchaser or any other Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered paid in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" ) and "(ii) above and subject to Section 2.5(b)" of this sentence, Section 2.6(b) and Section 2.9, each share of Company Common Stock then outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.30 of a the Offer Price (the “Merger Consideration”); and
(iv) each share of Parent Common Stock the common stock, par value $0.01 per share, of Purchaser outstanding immediately prior to the Effective Time shall be converted into one (1) share of common stock, par value $0.01 per share, of the "EXCHANGE RATIO")Surviving Corporation.
(b) If, between during the date of this period commencing on the Agreement Date and ending at the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Merger Consideration shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 2 contracts
Samples: Merger Agreement (Procera Networks, Inc.), Merger Agreement (Procera Networks, Inc.)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder holder of shares of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's treasury) ’s treasury shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held owned of record by Parent, Merger Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "“(i)" ” and "“(ii)" of this sentence” above and subject to Sections 2.5(b), 2.5(c) and 2.7, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 (upon the proper surrender of the certificate representing such share or, in the case of a Book-Entry Share, the proper surrender of such Book-Entry Share) the Per Share Consideration; and
(iv) each share of Parent Common Stock (the "EXCHANGE RATIO")common stock, $0.001 par value per share, of Acquisition Sub then outstanding shall be converted into one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
(b) If, between Between the date of this Agreement and the Effective Time, (i) if 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 Per Share Consideration shall be adjusted to the extent necessary or appropriate to achieve the same economic outcome, and (ii) if the outstanding shares of Parent 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 Exchange Ratio Applicable Fraction shall be appropriately adjustedadjusted to the extent necessary or appropriate to achieve the same economic outcome.
(c) If (i) any shares share of Company Common Stock outstanding immediately prior to the Effective Time are is unvested or are is subject to a repurchase option, risk of forfeiture or other condition under any restricted stock purchase agreement or other agreement with the Company or under which the Company has any rights, and (ii) such restricted stock purchase agreement or other agreement does not provide that the vesting of such share of Company Common Stock shall fully accelerate at or prior to the Effective Time, then the amount payable with respect thereto (or with respect to any portion that does not accelerate at or prior to the Effective Time) pursuant to Section 2.5(a)(iii) will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement.
(d) 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 in connection with the Merger. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock in the Merger (after aggregating all fractional shares of Parent Common Stock issuable to such holder in the Merger) shall, in lieu of such fraction of a share and upon surrender of such holder’s Stock Certificate(s) (as defined in Section 2.6(b)), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing trading price of a share of Parent Common Stock as reported on the Nasdaq Capital Market on the trading day immediately before the trading day that includes the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Diedrich Coffee Inc), Merger Agreement (Peets Coffee & Tea Inc)
Conversion of Shares. (a) Subject Each Share issued and outstanding immediately prior to the Effective Time (other subsections than any Shares to be canceled pursuant to Section 2.6(b) and any Dissenting Shares) and any Shares issuable upon exercise of this Section 1.5any option, at conversion or other right to acquire Shares existing immediately prior to the Effective TimeTime (collectively, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i"RIGHTS") any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall will be converted into the right to receive 0.30 of a share of Parent Common Stock the Per Share Amount in cash payable to the holder thereof, without interest (the "EXCHANGE RATIOMERGER CONSIDERATION").
(b, prorated for fractional shares, in accordance with Section 2.8. All such Shares, when so converted, will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of a certificate formerly representing any such Share will cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.8. Any payment made pursuant to this Section 2.6(a) Ifand Section 2.8 will be made net of applicable withholding taxes to the extent such withholding is required by Law. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, Time the outstanding shares of Company Common Stock or Parent Common Stock are Shares shall have been changed into a different number or class of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, division combination or subdivision exchange of shares, the Merger Consideration will be correspondingly adjusted on a per-share basis to reflect such stock dividend, reverse stock split, consolidation of sharessubdivision, reclassification, recapitalization recapitalization, split, combination or other similar transaction, then the Exchange Ratio shall be appropriately adjustedexchange of shares.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 2 contracts
Samples: Merger Agreement (Fingerhut Companies Inc), Merger Agreement (Federated Department Stores Inc /De/)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held in the Company’s treasury, (ii) Shares held by Parent or Acquisition or (iii) the Dissenting Shares (as defined below)) shall, by virtue of the Merger and without any further action on the part of Parent, Merger SubAcquisition, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Timeholder thereof, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into become the right to receive 0.30 a number of a share fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.10(f) hereof) (collectively, the "EXCHANGE RATIO"“Merger Consideration”).
(b) If. Notwithstanding the foregoing, if, between the date of this Agreement and the Effective Time, the outstanding shares of Company Parent Common Stock or Parent Common Stock are the Shares shall have been changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of sharessubdivision, reclassification, recapitalization recapitalization, split, combination or other similar transactionexchange of shares then, then the Exchange Ratio shall be appropriately adjustedcorrespondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.
(b) The “Exchange Ratio” shall be .7928.
(c) If any shares At the Effective Time, each outstanding share of the common stock, $0.01 par value per share, of Acquisition shall be converted into one share of common stock, $0.01 par value per share, of the Surviving Company.
(d) At the Effective Time, each Share held in the treasury of the Company Common Stock outstanding and each Share held by Parent, Acquisition or the Company immediately prior to the Effective Time are unvested shall, by virtue of the Merger and without any action on the part of Parent, Acquisition, the Company or are subject the holder thereof, be canceled, retired and cease to a repurchase optionexist, risk and no shares of forfeiture or other conditionParent Common Stock shall be delivered with respect thereto.
Appears in 2 contracts
Samples: Merger Agreement (Valueclick Inc/Ca), Merger Agreement (Fastclick Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses (i) and (ii) above and subject to Sections 1.5(b) and 1.5(c), each share of Company Common Stock then outstanding shall be converted into the right to receive 1.15 shares of Parent Common Stock; and
(iv) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" . EXECUTION COPY The number of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share shares of Parent Common Stock specified in Section 1.5(a)(iii) (as such number may be adjusted in accordance with Section 1.5(b)) is referred to as the "EXCHANGE RATIO")“Exchange Ratio.”
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio shall be appropriately adjusted.
(c) If 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. Any holder of Company Common Stock outstanding immediately prior 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, in lieu of such fraction of a share and upon surrender of such holder’s Company Stock Certificate(s) (as defined in Section 1.6), be paid in cash the dollar amount (rounded to the Effective Time are unvested or are subject to nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a repurchase option, risk share of forfeiture or other conditionParent Common Stock on The NASDAQ Stock Market on the date the Merger becomes effective.
Appears in 2 contracts
Samples: Merger Agreement (On Semiconductor Corp), Merger Agreement (Amis Holdings Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder holder of shares of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's treasury) ’s treasury shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held owned of record by Parent, Merger Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "“(i)" ” and "“(ii)" of this sentence” above and subject to Sections 2.5(a)(iv), 2.5(b), 2.5(c) and 2.7, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 (upon the proper surrender of a the certificate representing such share) the Per Share Consideration;
(iv) except as provided in clauses “(i)” and “(ii)” above and subject to Sections 2.5(b), 2.5(c) and 2.7, in the event that Parent elects to consummate the Merger in accordance with Section 1.1(h)(iii)(B), each share of Parent Company Common Stock then outstanding shall be converted into the right to receive (upon the "EXCHANGE RATIO")proper surrender of the certificate representing such share) the Per Share Stock Election Consideration; and
(v) each share of the common stock, $0.001 par value per share, of Acquisition Sub then outstanding shall be converted into one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
(b) If, between Between the date of this Agreement and the Effective Time, (i) if 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 Per Share Consideration or the Per Share Stock Consideration, as applicable, shall be adjusted to the extent necessary or appropriate to achieve the same economic outcome, and (ii) if the outstanding shares of Parent 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 Exchange Ratio Applicable Fraction or Per Share Stock Consideration, as applicable, shall be appropriately adjustedadjusted to the extent necessary or appropriate to achieve the same economic outcome.
(c) If 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 in connection with the Merger. Any holder of Company Common Stock outstanding who would otherwise be entitled to receive a fraction of a share of Parent Common Stock in the Merger (after aggregating all fractional shares of Parent Common Stock issuable to such holder in the Merger) shall, in lieu of such fraction of a share and upon surrender of such holder’s Stock Certificate(s) (as defined in Section 2.6(b)), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing trading price of a share of Parent Common Stock as reported on the NASDAQ Global Select Market on the trading day immediately prior to before the date on which the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other conditionoccurs.
Appears in 2 contracts
Samples: Merger Agreement (Sonic Solutions/Ca/), Agreement and Plan of Merger and Reorganization (Rovi Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent the Company shall be canceled remain issued and retired and shall cease to exist at the Effective Time, outstanding and no consideration shall be delivered in exchange therefor;
(iii) each share any shares of the common stockCompany Common Stock then held by Parent, $0.001 par value per share, Acquisition Sub or any other wholly owned Subsidiary of Merger Sub then outstanding Parent shall be converted into one share of common stock of the Surviving Corporation; andcanceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(iv) except as provided in clauses "“(i)" and ",” “(ii)" of this sentence” and “(iii)” above and subject to Section 2.5(b), Section 2.5(c), Section 2.6(e) and Section 2.7, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a the Cash Consideration and the Stock Consideration (the “Merger Price”), without interest thereon; and
(v) each share of Parent Common Stock (the "EXCHANGE RATIO")common stock, $0.01 par value per share, of Acquisition Sub then outstanding shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation.
(b) If, between during the date of this Agreement and the Effective TimePre-Closing Period, the outstanding shares of Company Common Stock or Parent Common Stock Stock, as the case may be, 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, or if a record date with respect to any such event shall occur during such period, then the Exchange Ratio Cash Consideration and the Stock Consideration shall be appropriately adjusted.
(c) If No fractional shares of Parent Common Stock shall be issued by virtue of the Merger, no dividends or other distributions with respect to Parent Common Stock shall be payable on or with respect to any such fractional share interest, and such fractional share interest will not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. Each holder of shares of Company Common Stock outstanding immediately prior 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, in lieu of such fractional share, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Parent Common Stock on the Nasdaq Stock Market on the Closing Date.
(d) At the Effective Time are unvested or are subject Time, shares of Company Restricted Stock that vest as a result of the consummation of the Contemplated Transactions, will be treated as outstanding shares of Company Common Stock and converted automatically into the right to a repurchase option, risk of forfeiture or other conditionreceive the Merger Price pursuant to Section 2.5(a)(iv).
Appears in 2 contracts
Samples: Merger Agreement (Opnet Technologies Inc), Merger Agreement (Riverbed Technology, Inc.)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub any wholly owned Subsidiary of the Company or by any other wholly owned Subsidiary of Parent other than Acquisition Sub shall be canceled remain issued and retired and shall cease to exist at the Effective Time, outstanding and no consideration shall be delivered in exchange therefor;
(iii) each share any shares of the common stock, $0.001 par value per share, of Merger Company Common Stock then held by Parent or Acquisition Sub then outstanding shall be converted into one share canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor (the shares of common stock of Company Common Stock referred to in clauses “(i),” “(ii)” and “(iii),” the Surviving Corporation; and“Disregarded Shares”);
(iv) except as provided in clauses "“(i)" and ",” “(ii)" of this sentence” and “(iii)” above and subject to Section 1.5(b) and Section 1.7, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 (upon the proper surrender of a the certificate representing such share of Parent Company Common Stock in accordance with Section 1.6) cash equal to $54.00 (the "EXCHANGE RATIO"“Merger Consideration”), without interest thereon and subject to any required Tax withholding; and
(v) each share of the common stock, $0.001 par value per share, of Acquisition Sub then outstanding shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation.
(b) If, between during the date of this Agreement and the Effective TimePre-Closing Period, the outstanding shares of Company Common Stock or Parent 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, or if a record date with respect to any such event shall occur during such period, then the Exchange Ratio Merger Consideration shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 2 contracts
Samples: Merger Agreement (Intel Corp), Merger Agreement (Altera Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubPurchaser, the Company or any stockholder of the Companyother Person:
(i) any shares of Shares that are (A) then held by the Company Common Stock then as treasury stock, (B) held by the Company or any wholly owned Subsidiary of the Company (excluding, for the avoidance of doubt, the Performance Warrant Shares), or held in (C) owned by Parent, Purchaser or any other wholly owned Subsidiary of Parent as of immediately prior to the Company's treasuryEffective Time (collectively, the “Company Owned Shares”) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor, and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto;
(ii) subject to Section 2.5(b), each Share then outstanding (other than any shares of Company Common Stock then held by Parent, Merger Sub Owned Shares or any other Subsidiary of Parent Dissenting Shares) shall be canceled and retired and shall cease converted into the right to exist at receive the Effective TimeOffer Price in cash, and no consideration shall be delivered without interest (the “Merger Consideration”), subject to any withholding of Taxes required by applicable Legal Requirements in exchange therefor;accordance with Section 2.6(f) upon surrender of the Certificate or Book-Entry Share representing such Share in accordance with Section 2.6(b); and
(iii) each share of the common stock, $0.001 without par value per sharevalue, of Merger Sub Purchaser then outstanding shall be converted into one fully paid, non-assessable share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock 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 Exchange Ratio Merger Consideration shall be appropriately and proportionately adjusted; provided that nothing in this Section 2.5(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.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 2 contracts
Samples: Merger Agreement (J2 Global, Inc.), Merger Agreement (Everyday Health, Inc.)
Conversion of Shares. (a) Subject to the other subsections terms and conditions of this Section 1.5Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held owned by the Company or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time (or held in the Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held owned by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentenceabove and subject to Sections 1.5(c) and 1.5(d), each share of Company Common Stock then outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.30 0.1282 of a share of Parent Common Stock (such number as may be adjusted in accordance with Section 1.5(b), the "EXCHANGE RATIOExchange Ratio"); and
(iv) each share of the Common Stock, $.001 par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.
(b) If, between during the period from the date of this Agreement and through the Effective Time, the outstanding shares of Company Common Stock or Parent 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 combination of shares, reclassification, recapitalization or other similar transaction, or if a stock dividend is declared by the Company or Parent during such period, then the Exchange Ratio shall be appropriately adjustedadjusted to the extent appropriate to provide the same economic effect as contemplated by this Agreement prior to such action.
(c) If any shares of Company Common 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 Contract with the Company or under which the Company has any rights, then (except to the extent provided in any binding agreement between the Company and the holder thereof): (i) the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition; and (ii) the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. Prior to the Effective Time, the Company shall use commercially reasonable efforts to ensure that, from and after the Effective Time, Parent or the Surviving Corporation is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other Contract.
(d) 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. Any holder of Company Common Stock 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, in lieu of such fraction of a share and upon surrender of such holder's Company Stock Certificate(s), or non-certificated shares of Company Common Stock represented by book entry ("Book Entry Shares"), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Parent Common Stock on the NASDAQ Global Select Market on the last business day prior to the date on which the Merger becomes effective.
Appears in 2 contracts
Samples: Merger Agreement (Allos Therapeutics Inc), Merger Agreement (Amag Pharmaceuticals Inc.)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's treasury) or owned by Acquisition Sub or Parent or any of their respective affiliates shall automatically be canceled and retired and shall cease to exist at the Effective Timeexist, and no cash or other consideration shall be delivered in exchange therefor;
(ii) any each share of Company Common Stock that is issued and outstanding immediately prior to the Effective time (other than the Dissenting Shares (as defined below) or shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent cancelled pursuant to Section 2.5(a)(i)) shall be canceled and retired extinguished and shall cease converted into the right to exist at receive the Effective TimePer Share Amount (the "MERGER CONSIDERATION"), and no consideration shall be delivered in exchange therefor;without interest; and
(iii) each share of the shares of the common stock, $0.001 0.01 par value per share, of Merger Acquisition Sub then outstanding shall be converted into one fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" Corporation and "(ii)" such newly issued shares shall thereafter constitute all of this sentence, each share of Company Common Stock then the issued and outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO")Surviving Corporation capital stock.
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Merger Consideration shall be appropriately adjustedadjusted to reflect such change or transaction.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 2 contracts
Samples: Merger Agreement (Superior Consultant Holdings Corp), Merger Agreement (Affiliated Computer Services Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5Sections 1.5(b), 1.5(c) and 1.5(d), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Principal Company or any Subsidiary of the Principal Company (or held in the Principal Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 0.489 of a share of Parent Common Stock; provided, however, that:
(A) if the Parent Average Stock Price is less than $14.00, then each outstanding share of Company Common Stock shall be converted into the number of shares of Parent Common Stock determined by dividing $7.00 by the Parent Average Stock Price, and
(B) if the Parent Average Stock Price is greater than $20.00, then each outstanding share of Company Common Stock shall be converted into the number of shares of Parent Common Stock determined by dividing $10.00 by the Parent Average Stock Price.
(b) The fraction of a share of Parent Common Stock into which each outstanding share of Company Common Stock is to be converted pursuant to Section 1.5(a)(iv) (as such fraction may be adjusted from time to time in accordance with this Section 1.5(b)) is referred to as the "EXCHANGE RATIO")Exchange Ratio.
(b) " If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio shall be appropriately adjusted. For example, if one share of Parent Common Stock, as constituted on the date hereof, is reconstituted into one share of Class A Common Stock and one-half of a share of Class B Common Stock and the Exchange Ratio is 0.5 such that 2 shares of Company Common Stock would convert into 1 share of Parent Common Stock as constituted on the date hereof, then with respect to the conversion into the reconstituted shares, 2 shares of Company Common Stock would be converted into 1 share of Class A Common Stock and 1/2 share of Class B Common Stock.
(c) If any shares of Company Common 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 or under which the Company has any rights, then (unless such condition terminates by virtue of the Merger pursuant to the express term of such agreement) the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement.
(d) 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. Any holder of Company Common Stock 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, in lieu of such fraction of a share and upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 1.6), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Parent Common Stock on Nasdaq on the Effective Date (or, if such date is not a trading day, then the trading day immediately preceding the Effective Date).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Quantum Corp /De/), Agreement and Plan of Merger and Reorganization (Meridian Data Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Parent, Merger Sub, Sub or the Company or holder of any stockholder securities of the Company, Parent or Merger Sub:
(i) any shares of Company Common Stock or Company Class B Stock then held owned 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 at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock or Company Class B Stock then held owned by Parent, Merger Sub Sub, or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses (i) and (ii) of this Section 3.1(a) and subject to Sections 3.1(b) and 3.1(c), each share of Company Common Stock then outstanding shall automatically be converted into the right to receive 0.216 of a share (the "Exchange Ratio") of Parent Common Stock (the "Merger Consideration"), which Parent Common Stock shall be duly authorized and validly issued in accordance with applicable Laws and the Parent Charter, fully paid and non-assessable and free of preemptive rights; and
(iv) each share of the common capital stock, $0.001 no par value per sharevalue, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO")Entity.
(b) IfWithout limiting the other provisions of this Agreement and subject to Section 6.1(b)(ii), Section 6.1(b)(iii), and Section 6.2(b)(ii), if at any time during the period between the date of this Agreement and the Effective Time, Time the outstanding shares of Company Common Stock or Parent 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 recapitalization, or other similar transactiontransaction or event, or there occurs a record date with respect to any of the foregoing, then the Exchange Ratio shall be appropriately adjusted.
(c) If 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. Notwithstanding any other provisions of this Agreement, any holder of Company Common Stock 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), in lieu of such fraction of a share and, upon surrender of such holder's Company Stock Certificate or Book Entry Shares, shall receive cash (without interest) from the Exchange Agent in an amount representing such holder's proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of Company Common Stock which would otherwise be issued if fractional shares of Parent Common Stock were issuable in the Merger by Parent (the "Excess Company Common Stock"). The sale of the Excess Company Common Stock by the Exchange Agent shall be executed on the NYSE, through one or more member firms of the NYSE, and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to such holders of shares of Company Common Stock, the Exchange Agent shall hold such proceeds in trust for such holders (the "Fractional Shares Trust"). Parent shall pay all commissions, transfer Taxes and other out-of-pocket transaction costs incurred in connection with such sale of the Excess Company Common Stock. The Exchange Agent shall determine the portion of the Fractional Shares Trust to which each holder of shares of Company Common Stock outstanding immediately prior shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Fractional Shares Trust by a fraction, the numerator of which is the amount of fractional interests to which such holder of shares of Company Common Stock is entitled and the denominator of which is the aggregate amount of fractional interests to which all holders of shares of Company Common Stock are entitled. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Company Common Stock in lieu of fractional shares, the Exchange Agent shall make available such amounts to such holders of shares of Company Common Stock. Any such sale shall be made within ten Business Days or such shorter period as may be required by applicable Law after the Effective Time are unvested or are subject to Time.
(d) It is intended by the Parties hereto that the Merger shall constitute a repurchase option, risk reorganization within the meaning of forfeiture or other conditionSection 368 of the Code. The Parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Merger Agreement (Baltic Trading LTD), Merger Agreement (Genco Shipping & Trading LTD)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder holder of shares of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's treasury) ’s treasury shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held owned of record by Parent, Merger Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "“(i)" ” and "“(ii)" of this sentence” above and subject to Sections 2.5(b), 2.5(c) and 2.7, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 (upon the proper surrender of the certificate representing such share or, in the case of a Book-Entry Share, the proper surrender of such Book-Entry Share) the Per Share Consideration; and
(iv) each share of Parent Common Stock (the "EXCHANGE RATIO")common stock, $0.01 par value per share, of Acquisition Sub then outstanding shall be converted into one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
(b) If, between Between the date of this Agreement and the Effective Time, if the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Per Share Consideration shall be appropriately adjustedadjusted to the extent necessary or appropriate to achieve the same economic outcome.
(c) If (i) any shares share of Company Common Stock outstanding immediately prior to the Effective Time are is unvested or are is subject to a repurchase option, risk of forfeiture or other condition under any restricted stock purchase agreement or other agreement with the Company or under which the Company has any rights, and (ii) such restricted stock purchase agreement or other agreement does not provide that the vesting of such share of Company Common Stock shall fully accelerate at or prior to the Effective Time, then the amount payable with respect thereto (or with respect to any portion that does not accelerate at or prior to the Effective Time) pursuant to Section 2.5(a)(iii) will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement.
Appears in 2 contracts
Samples: Merger Agreement (Green Mountain Coffee Roasters Inc), Merger Agreement (Diedrich Coffee Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock Shares then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock Shares then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, 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 then outstanding (other than any Dissenting Shares, as defined below) shall be converted into the right to receive the Offer Price in cash, without interest (the “Merger Consideration”), subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.6(e); and
(iv) each share of the common stock, $0.001 .0001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock 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 Exchange Ratio Offer Price and Merger Consideration, as applicable, shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 1 contract
Samples: Merger Agreement (Greenway Medical Technologies Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, each share of common stock, no par value per share of DB (individually a "DB Share" and collectively, the "DB Shares") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any further action on the part of ParentDB, Merger SubNOHO, or the Company or any stockholder of the Company:
holder thereof, be converted into and shall become fully paid and nonassessable NOHO common shares determined by dividing (i) any the total number of shares of Company Common Stock then held by the Company or any Subsidiary of the Company DB, One Hundred Sixty Five Million Two Hundred Seventy Eight Thousand Nine Hundred Twenty Two (or held in the Company's treasury165,278,922) shall be canceled and retired and shall cease outstanding immediately prior to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
Time by (ii) any Twelve Million Seven Hundred and One Thousand Two Hundred Sixty Three (12,701,263) (such quotient, the “Exchange Ratio”). The holder of one or more shares of Company DB common stock shall be entitled to receive in exchange therefore a number of shares of NOHO Common Stock then held by Parentequal to the product of (x) By way of example, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock 165,278,922/12,713,763 = 13 (the "EXCHANGE RATIO"Exchange Ratio).
. So for every thirteen (b13) Ifshares of DB stock held the shareholder will be issued one (1) NOHO share. In the event that, between subsequent to the date of this Agreement and but prior to the Effective Time, the outstanding shares of Company NOHO Common Stock or Parent DB Common Stock are changed into a different number or class of shares by reason or a different class as a result of any a stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of sharesstock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transaction, then the Exchange Ratio number of shares of NOHO Common Stock into which each share of DB Common Stock will be converted as a result of the Merger will be adjusted appropriately.
(b) DB hereby acknowledges that (i) the NOHO Shares have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) or under the securities laws of any state and, therefore, the NOHO Shares cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations as are available; and (ii) the transferability of the Shares is restricted and that a legend shall be appropriately adjusted.placed on the certificates representing the securities substantially to the following effect:
(c) If any shares At the Effective Time, each DB Share held in the treasury of Company Common Stock outstanding DB, by DB immediately prior to the Effective Time are unvested shall, by virtue of the Merger and without any action on the part of DB, Dolce Sub Co or are subject NOHO be canceled, retired and cease to a repurchase option, risk of forfeiture or other conditionexist and no payment shall be made with respect thereto.
Appears in 1 contract
Samples: Acquisition Agreement (NOHO, Inc.)
Conversion of Shares. (a) Subject to the other subsections As of this Section 1.5, at the Effective Time, by virtue of the Merger and without any further action on the part of any holder thereof:
(a) Each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent.
(b) All shares of common stock, Merger Subno par value per share, of the Company ("Company Common Stock"), including each attached right (a "Company Right") issued pursuant to the Rights Agreement dated as of November 28, 1998 between the Company and BankBoston, N.A. (the "Company Rights Agreement"), that are owned by the Company or by any stockholder direct or indirect subsidiary of the Company (other than shares held in the investment portfolio of a direct or indirect subsidiary of the Company:
(i) and any shares of Company Common Stock then held owned by the Company Parent, Merger Sub or any Subsidiary other direct or indirect subsidiary of the Company Parent (or other than shares held in the Company's treasuryinvestment portfolio of a direct or indirect subsidiary of Parent) shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and retired and shall cease to exist at the Effective Time, and no stock of Parent or other consideration shall be delivered in exchange therefor;.
(iic) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, including any attached Company Right (other than Dissenting Shares (as defined in Section 1.2(e)) and shares of Company Common Stock then held by Parentcanceled in accordance with Section 1.2(b)), Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeconverted into, and no consideration shall be delivered in exchange therefor;
(iii) each become exchangeable for, that portion of a share of the common stockCommon Stock, $0.001 par value $2.50 per share, of Merger Sub then outstanding shall be converted into one Parent ("Parent Common Stock") equal to the lesser of (i) .4683 (the "Maximum Exchange Ratio") and (ii) the amount (the "Closing Price Exchange Ratio") derived by dividing $41.00 by the average of the closing prices per share of common stock Parent Common Stock as reported on the NYSE composite transactions reporting system (as reported in the New York City edition of The Wall Street Journal) for each of the Surviving Corporation10 consecutive trading days in the period ending five trading days prior to the Closing Date (as defined in Section 2.1) (the "Base Period Stock Price"); and
(iv) except as provided in clauses "provided, however, if the Maximum Exchange Ratio is less than the Closing Price Exchange Ratio, Parent shall elect either (i)" and "(ii)" ) in addition to the issuance of this sentence, each a portion of a share of Parent Company Common Stock then outstanding shall be converted into equal to the right Maximum Exchange Ratio, to receive 0.30 pay a cash amount equal to the Per Share Cash Top- Up Amount or (ii) (x) to increase the Maximum Exchange Ratio (the "Adjusted Maximum Exchange Ratio") such that the product of the Adjusted Maximum Exchange Ratio times the Base Period Stock Price (the "Product") equals or is less than $41.00 and (y) if the Product is less than $41.00 pay a cash amount equal to the difference between $41.00 and such Product. The portion of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) Ifexchanged and, between the date of this Agreement and the Effective Timeif applicable, the outstanding shares cash amount paid for each share of Company Common Stock or Parent 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 Exchange Ratio pursuant to this Section 1.2(c) shall be appropriately adjustedreferred to as the "Merger Consideration".
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 1 contract
Samples: Merger Agreement (American International Group Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held held, directly or indirectly, by the Company or any wholly owned Subsidiary of the Company (or held in immediately prior to the Company's treasury) Effective Time shall be canceled and retired unaffected by the Merger and shall cease to exist at remain outstanding as an equal number of shares of common stock of the Effective Time, and no consideration shall be delivered in exchange thereforSurviving Corporation;
(ii) any shares of Company Common Stock then held by the Company (or held in the Company’s treasury) or held, directly or indirectly, by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses “(i)” and “(ii)” of this Section 1.5(a) and subject to Sections 1.7 and 1.8, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $12.55 in cash (such cash amount, as it may be adjusted pursuant to Section 1.5(b), the “Price Per Share”), without interest; and
(iv) each share of the common stock, $0.001 0.0001 par value per share, of Merger Sub then outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between during the period commencing on the date of this Agreement and ending at the Effective TimeTime (the “Pre-Closing Period”), the outstanding shares of Company Common Stock or Parent 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, or if a stock dividend is declared by the Company during such period, or a record date with respect to any such event shall occur during such period, then the Exchange Ratio shall consideration to be appropriately adjusted.
(c) If any paid in respect of shares of Company Common Stock outstanding immediately prior pursuant to Section 1.5(a)(iii) shall be adjusted to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other conditionextent appropriate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ADESTO TECHNOLOGIES Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly-owned Subsidiary of the Company (or held in the Company's ’s treasury) immediately prior to the Effective Time shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered paid in exchange therefor;
(ii) any shares except as provided in clause “(i)” above and subject to Sections 1.5(b), 1.5(c) and 1.8, each share of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent outstanding immediately prior to the Effective Time shall be canceled and retired and shall cease converted into the right to exist at the Effective Timereceive $1.50 in cash, and no consideration shall be delivered in exchange therefor;without interest; and
(iii) each share of the common stock, $0.001 0.01 par value per share, of Merger Sub then outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided . The amount of cash consideration per share specified in clauses "(i)" and "clause “(ii)" ” of this sentence, each share of Company Common Stock then outstanding shall the preceding sentence (as such amount may be converted into adjusted in accordance with Section 1.5(b)) is referred to as the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO")“Per Share Merger Price.”
(b) If, between during the period commencing on the date of this Agreement and ending at the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Per Share Merger Price shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other conditionor
Appears in 1 contract
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub:
(a) Each ordinary share, of no par value of the Company (a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled in accordance with paragraph (b) below and (ii) any Dissenting Shares) shall be converted automatically into and shall thereafter represent only the right to receive $27.10 in cash, without interest (the “Merger Consideration”). As of the Effective Time, but subject to Section 2.5, all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration.
(b) Each Share held in the treasury of the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held owned, directly or indirectly, by the Company Parent, Merger Sub or any wholly-owned Subsidiary of the Company (or held in immediately prior to the Company's treasury) Effective Time shall automatically be canceled and retired cancelled and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;.
(iic) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each Each ordinary share of the common stock, $0.001 par value per share, of Merger Sub then issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO")Company.
(bd) If, If at any time during the period between the date of this Agreement and the Effective Time, the outstanding shares of the Company Common Stock or Parent Common Stock are shall be changed into a different number or class of shares by reason or a different class or shall have different terms, in each case as a result of any stock reclassification, recapitalization, share split (including a reverse share split, division or subdivision of shares), stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization dividend or any other similar transactionevent, then the Exchange Ratio Merger Consideration shall be appropriately adjusted.
(c) If any shares equitably adjusted to reflect such event so as to provide Parent and the holders of Company Common Stock outstanding immediately Shares the same economic effect as contemplated by this Agreement prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other conditionsuch event.
Appears in 1 contract
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder shareholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly-owned Subsidiary of the Company (or held in the Company's ’s treasury) immediately prior to the Effective Time shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses “(i)” and “(ii)” above and subject to Sections 1.5(b) and 1.9, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Per Share Consideration in cash; and
(iv) each share of the common stock, $0.001 1.00 par value per share, of Merger Sub then outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between during the period commencing on the date of this Agreement and ending at the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Per Share Consideration shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 1 contract
Samples: Merger Agreement (Servidyne, Inc.)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly owned Company Subsidiary of Parent shall be canceled remain issued and retired and shall cease to exist at the Effective Time, outstanding and no consideration shall be delivered in exchange therefor;
(iii) each share any shares of the common stockCompany Common Stock then held by Parent, $0.001 par value per share, Acquisition Sub or any other wholly owned Subsidiary of Merger Sub then outstanding Parent shall be converted into one share of common stock of the Surviving Corporation; andcanceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(iv) except as provided in clauses "“(i)" and ",” “(ii)" of this sentence” and “(iii)” above and subject to Section 1.7(b), Section 1.7(c) and Section 1.8, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 (upon the proper surrender of a the certificate representing such share of Parent Company Common Stock Stock) $7.75 in cash (the "EXCHANGE RATIO"“Merger Price”), without interest thereon and subject to any required Tax withholding in accordance with Section 1.7(e); and
(v) each share of the common stock, $0.01 par value per share, of Acquisition Sub then outstanding shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation.
(b) If, between during the date of this Agreement and the Effective TimePre-Closing Period, the outstanding shares of Company Common Stock or Parent Common Stock Stock, as the case may be, 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, or if a record date with respect to any such event shall occur during such period, then the Exchange Ratio Merger Price shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 1 contract
Samples: Merger Agreement (Silicon Graphics International Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "“(i)" ” and "“(ii)" of this sentence” above and subject to Sections 2.5(b), 2.5(c), 2.5(d) and 2.7, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 (upon the proper surrender of a the certificate representing such share) the Per Share Consideration; and
(iv) each share of Parent Common Stock (the "EXCHANGE RATIO")common stock, $0.01 par value per share, of Acquisition Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation.
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of either Company Common Stock or Parent 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 Exchange Ratio Per Share Consideration shall be appropriately adjustedadjusted to the extent appropriate.
(c) If any shares share of Company Common Stock outstanding immediately prior to the Effective Time are is unvested or are is subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company or under which the Company has any rights, then the Per Share Consideration deliverable with respect thereto pursuant to Section 2.5(a)(iii) will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement.
(d) 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 in connection with the Merger. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock in the Merger (after aggregating all fractional shares of Parent Common Stock issuable to such holder in the Merger) shall, in lieu of such fraction of a share and upon surrender of such holder’s Stock Certificate(s) (as defined in Section 2.6(b)), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing trading price of a share of Parent Common Stock as reported on the Nasdaq National Market on the trading day immediately before the date on which the Merger becomes effective.
Appears in 1 contract
Samples: Merger Agreement (Synopsys Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, each share of common stock of the Company (individually a "Share" and collectively the "Shares") issued and outstanding immediately prior to the Effective Time (other than (i) Shares held in the Company's treasury or by any of the Company's subsidiaries and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent) shall, by virtue of the Merger and without any further action on the part of Parent, Merger SubAcquisition, the Company or any stockholder the holder thereof, be converted into and shall become a number of the Company:
(i) any fully paid and nonassessable shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value $.01 per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
Parent (iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock Stock") equal to the Exchange Ratio (as defined below) (the "EXCHANGE RATIOMerger Consideration").
(b) If. Notwithstanding the foregoing, if, between the date of this Agreement and the Effective Time, the outstanding shares of Company Parent Common Stock or Parent Common Stock are the Shares shall have been changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of sharessubdivision, reclassification, recapitalization recapitalization, split, combination or other similar transactionexchange of shares, then the Exchange Ratio shall be appropriately adjustedcorrespondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.
(b) The "Exchange Ratio" shall be 0.43.
(c) If At the Effective Time, each outstanding share of the common stock of Acquisition shall be converted into one share of common stock of the Surviving Corporation.
(d) At the Effective Time, each Share held in the treasury of the Company and each Share held by Parent, Acquisition or any shares subsidiary of Parent, Acquisition or the Company Common Stock outstanding immediately prior to the Effective Time are unvested shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or are subject the holder thereof, be canceled, retired and cease to a repurchase optionexist, risk and no shares of forfeiture or other conditionParent Common Stock shall be delivered with respect thereto. Section 1.9.
Appears in 1 contract
Samples: Merger Agreement (Intel Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, each share of Common Stock, $.001 par value per share, of the Company (the "Company Common Stock"), each share of Series A Preferred Stock, $.01 par value per share, of the Company (the "Series A Preferred Stock") and each share of Series B Preferred Stock, $.01 par value per share, of the Company (the "Series B Preferred Stock" and together with the Common Stock and the Series A Preferred Stock, individually a "Share" and collectively the "Shares") issued and outstanding immediately prior to the Effective Time (other than (i) Dissenting Shares and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent) shall, by virtue of the Merger and without any further action on the part of Parent, Merger SubAcquisition, the Company or any stockholder the holder thereof, be converted into and shall become a number of the Company:
(i) any duly authorized, validly issued, fully paid and nonassessable shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, par value $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
Parent (iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (Stock") equal to the "EXCHANGE RATIO").
(b) IfExchange Ratio. Notwithstanding the foregoing, if, between the date of this Agreement and the Effective Time, the outstanding shares of Company Parent Common Stock or Parent Common Stock are the outstanding Shares shall have been changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of sharessubdivision, reclassification, recapitalization recapitalization, split, combination or other similar transaction, exchange of shares then the Exchange Ratio shall be appropriately adjustedcorrespondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.
(cb) If any The maximum aggregate consideration payable by Parent to the stockholders of the Company, the holders of Company Stock Options and the holders of Company Warrants in connection with the Merger (the "Maximum Merger Consideration") shall be that number of shares of Company Parent Common Stock equal to (i) the sum of (A) Twenty-Seven Million Dollars ($27,000,000), plus (B) the aggregate of the exercise prices of all Company Stock Options outstanding immediately prior to as of the Effective Time are unvested or are subject to a repurchase optiondate hereof, risk plus (C) the aggregate of forfeiture or other conditionthe exercise prices of all Company Warrants outstanding as of the date hereof, divided by (ii) $55.075.
Appears in 1 contract
Samples: Merger Agreement (Virata Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) : any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's treasury) (together with any associated Rights, as defined in Section 2.3) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) ; any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent (together with any associated Rights) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
; except as provided in clauses "(iiii)" and "(ii)" above and subject to Sections 1.5(b), 1.5(c) and 1.5(d), each share of Company Common Stock then outstanding (together with any associated Rights) shall be converted into the right to receive 0.649 of a share of Parent Common Stock; and each share of the common stock, $0.001 no par value per sharevalue, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 . The fraction of a share of Parent Common Stock specified in clause "(iii)" of the preceding sentence (as such fraction may be adjusted in accordance with Section 1.5(b)) is referred to as the "EXCHANGE RATIO")Exchange Ratio.
(b) " If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio shall be appropriately adjusted.
(c) . If any shares of Company Common 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 or under which the Company has any rights, then the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. 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. Any holder of Company Common Stock 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, in lieu of such fraction of a share and upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 1.6), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Parent Common Stock on the Nasdaq National Market on the date the Merger becomes effective.
Appears in 1 contract
Samples: Merger Agreement (Etec Systems Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, each share of common stock, par value $.001 per share, of the Company (individually a "Share" and collectively the "Shares") issued and outstanding immediately prior to the Effective Time (other than (i) Shares held in the Company's treasury and (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent) shall, by virtue of the Merger and without any further action on the part of Parent, Merger SubAcquisition, the Company or any stockholder the holder thereof, be converted into and shall become a number of the Company:
(i) any fully paid and nonassessable shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value $.01 per share, of Parent ("Parent Common Stock") equal to the Exchange Ratio (as defined below) (the "Merger Sub then outstanding shall be converted into one share of common stock of Consideration"). Unless the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentencecontext otherwise requires, each share of Company Common Stock then outstanding shall be converted into the right reference in this Agreement to receive 0.30 of a share shares of Parent Common Stock and to the Shares shall include the associated Parent Rights (as such term is defined in Section 3.2(a) hereof) and associated Company Rights (as defined in Section 2.2(a)), respectively. Notwithstanding the "EXCHANGE RATIO").
(b) Ifforegoing, if, between the date of this Agreement and the Effective Time, the outstanding shares of Company Parent Common Stock or Parent Common Stock are the Shares shall have been changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of sharessubdivision, reclassification, recapitalization recapitalization, split, combination or other similar transactionexchange of shares, then the Exchange Ratio shall be appropriately adjustedcorrespondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (b) The "Exchange Ratio" shall be 0.825.
(c) If At the Effective Time, each outstanding share of the common stock of Acquisition shall be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation.
(d) At the Effective Time, each Share held in the treasury of the Company and each Share held by Parent, Acquisition or any shares subsidiary of Company Common Stock outstanding Parent or Acquisition immediately prior to the Effective Time are unvested shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or are subject the holder thereof, be canceled, retired and cease to a repurchase optionexist, risk and no shares of forfeiture or other conditionParent Common Stock shall be delivered with respect thereto. Section 1.9.
Appears in 1 contract
Samples: Merger Agreement (Vantive Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder holder of shares of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's treasury) ’s treasury shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held owned of record by Parent, Merger Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "“(i)" ” and "“(ii)" of this sentence” above and subject to Sections 2.5(b), 2.5(c) and 2.7, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 (upon the proper surrender of the certificate representing such share or, in the case of a Book-Entry Share, the proper surrender of such Book-Entry Share) the Per Share Consideration; and
(iv) each share of Parent Common Stock (the "EXCHANGE RATIO")common stock, $0.001 par value per share, of Acquisition Sub then outstanding shall be converted into one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
(b) If, between Between the date of this Agreement and the Effective Time, if the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Per Share Consideration shall be appropriately adjustedadjusted to the extent necessary or appropriate to achieve the same economic outcome.
(c) If any shares The treatment of each Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk Option shall be governed by Section 6.1 of forfeiture or other conditionthis Agreement.
Appears in 1 contract
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock Stock, including any Right associated therewith, then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock Stock, if any, including any Right associated therewith, then held by Parent, Merger Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses “(i)” and “(ii)” above and subject to Sections 2.1(b), 2.1(c) and 2.3, each share of Company Common Stock (including each Right associated therewith), then outstanding shall be converted into the right to receive Sixteen Dollars and Fifty Cents ($16.50) in cash (the “Merger Consideration”), without interest; and
(iv) each of the shares of the common stock, $0.001 1.00 par value per share, of Merger Acquisition Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO")Stock.
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Merger Consideration shall be appropriately adjustedadjusted to reflect such change or transaction.
(c) If If, any shares of Company Common 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 or under which the Company has any rights, then the Merger Consideration payable with respect thereto will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. Notwithstanding the foregoing, immediately prior to the Effective Time, each share of restricted Company Common Stock awarded under the Company’s Employees’ Restricted Stock Purchase Plan which remains restricted under the terms of that plan will be replaced with an unrestricted share of Company Common Stock (which unrestricted share will be freely transferable and not subject to repurchase or forfeiture).
Appears in 1 contract
Samples: Merger Agreement (Systems & Computer Technology Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder shareholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock Stock, if any, then held by Parent, Merger Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "“(i)" ” and "“(ii)" of this sentence” above and subject to Sections 2.5(b) and 2.7, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 the Per Share Amount (the “Merger Consideration”), without interest; and
(iv) each of a the shares of the common stock, $0.01 par value per share, of Acquisition Sub then outstanding shall be converted into one (1) share of Parent Company Common Stock (the "EXCHANGE RATIO")Stock.
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Merger Consideration shall be appropriately adjustedadjusted to reflect such change or transaction.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.10 and 1.11, and subject to the other subsections of this provision for adjustment set forth below in Section 1.51.5(e), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder Company Stockholder:
(i) each share of Company Series B Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into 0.084 shares of Parent Series E Stock;
(ii) each share of Company Series A Preferred Stock and Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into 0.08985 shares of Parent Series E Stock; and
(iii) each share of Company Series B Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into 0.03385 shares of Parent Series E Stock.
(b) At the Effective Time, by virtue of the Company:
Merger and without any further action on the part of Parent, Merger Sub, the Company or any Company Stockholder, (i) any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) immediately prior to the Effective Time shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
; (ii) any shares each share of Company Common Capital Stock then held owned by Parent, Parent or Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time shall be canceled without payment of any consideration with respect thereto; and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iiiii) each share of the common stock, $0.001 par value $0.01 per share, of Merger Sub then outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation; and
Corporation (iv) except and each stock certificate of Merger Sub evidencing ownership of any such shares shall, as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement and the Effective Time, the outstanding evidence ownership of such shares of Company Common Stock or Parent Common Stock are changed into a different number or class common stock 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 Exchange Ratio shall be appropriately adjustedSurviving Corporation).
(c) If any shares of Company Series B Common 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 Contract or under which the Company has any rights, then the shares of Parent Series E Stock issued in exchange for such shares of Company Series B Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Series E Stock may accordingly be marked with appropriate legends. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time: (i) any Merger Consideration payable to such holder shall remain so unvested and subject to such repurchase option, risk of forfeiture or other condition; (ii) such Merger Consideration need not be delivered until such time as such repurchase option, risk of forfeiture or other condition lapses or otherwise terminates; and (iii) Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other Contract in accordance with the terms and conditions of such agreement or other Contract.
(d) No fractional shares of Parent Series E Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Capital Stock who would otherwise be entitled to receive a fraction of a share of Parent Series E Stock (after aggregating all fractional shares of Parent Series E Stock issuable to such holder) shall, in lieu of each such fraction of a share and upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 1.7), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying each such fraction by $31.25.
(e) To the extent that the amount of the outstanding principal balance and accrued interest under the Parent Note is decreased prior to the Note Conversion (as defined below), a corresponding adjustment will be made to the conversion ratios set forth above in Section 1.5
(a) using the same methodology that was used by the parties to generate those conversion ratios but substituting the decreased amounts owed under the Parent Note for the amounts set forth in Part 2.5(a) of the Disclosure Schedule. If, for example, the amount of the outstanding principal balance plus accrued interest is decreased from the amount set forth in Part 2.5(a) of the Disclosure Schedule to $2,550,000, then the ratios reflected in subsections (i), (ii) and (iii) of this Section 1.5(a) would become (i) 0.084 shares of Parent Series E Stock for each share of Company Series B Preferred Stock, (ii) 0.09065 shares of Parent Series E Stock for each share of Company Series A Preferred, and (iii) 0.03465 shares of Parent Series E Stock for each share of Company Series B Common, respectively.
Appears in 1 contract
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, each share of common stock, par value $.01 per share, of the Company (individually a "Share" and collectively the "Shares")issued and outstanding immediately prior to the Effective Time (other than (i) Shares held in the Company's treasury or by any of the Company's subsidiaries, (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent and (iii) Dissenting Shares (as defined in Section 1.9)) shall, by virtue of the Merger and without any further action on the part of Parent, Merger SubAcquisition, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Timeholder thereof, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into represent the right to receive 0.30 of a share of Parent Common Stock $12.50 in cash, without interest (the "EXCHANGE RATIOMerger Consideration").
(b) If. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are Shares shall have been changed into a different number or class of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, division combination or subdivision exchange of shares, then the Merger Consideration contemplated by the Merger shall be correspondingly adjusted to reflect such stock dividend, reverse stock split, consolidation of sharessubdivision, reclassification, recapitalization recapitalization, split, combination or other similar transactionexchange of shares.
(b) At the Effective Time, then each outstanding share of the Exchange Ratio common stock, par value $.01 per share, of Acquisition shall be appropriately adjustedconverted into one share of common stock, par value $.01 per share, of the Surviving Corporation.
(c) If At the Effective Time, each Share held in the treasury of the Company and each Share held by Parent, Acquisition or any shares subsidiary of Parent, Acquisition or the Company Common Stock outstanding immediately prior to the Effective Time are unvested shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or are subject the holder thereof, be canceled and cease to a repurchase option, risk of forfeiture or other conditionexist and no payment shall be made with respect thereto.
Appears in 1 contract
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger Merger, and without any further action on the part of Parent, New Parent, Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities:
(ia) any shares Each share of Company Common Stock then held by issued and outstanding immediately before the Company or any Subsidiary of the Company Effective Time (or held in the Company's treasury) shall excluding those shares to be canceled in accordance with Section 3.01(b)) and retired and all rights in respect thereof shall forthwith cease to exist at and be converted into the Effective Timeright to receive 0.0107 of a share (as adjusted pursuant to Section 3.06 or by Parent in consultation with Company in accordance with any stock split or combination by New Parent for any reason including, and no consideration shall be delivered in exchange therefor;order to comply with the minimum bid price requirements for the approval of any initial listing application by the NNM or another U.S. national securities exchange, as the case may be) (the “Exchange Ratio”) of New Parent Common Stock.
(iib) any shares Each share of Company Common Stock then held in the treasury of Company or owned by Parent, New Parent, Merger Sub or any other wholly owned Subsidiary of Company or Parent immediately prior to the Effective Time shall be canceled and retired and no shares of stock or other securities of Parent, New Parent, the Surviving Corporation or any other corporation shall cease to exist at the Effective Timebe issuable, and no payment of other consideration shall be delivered in exchange therefor;made, with respect thereto.
(iiic) each Each issued and outstanding share of the common stock, $0.001 par value per share, capital stock of Merger Sub then outstanding shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" . From and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement and after the Effective Time, the each outstanding certificate theretofore representing shares of Company Common Stock or Parent Common Stock are changed into a different Merger Sub common stock shall be deemed for all purposes to evidence ownership of and to represent the number or class of shares by reason of any Surviving Corporation common stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately adjusted.
(c) If any into which such shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other conditionMerger Sub common stock shall have been converted.
Appears in 1 contract
Samples: Merger Agreement (Itxc Corp)
Conversion of Shares. (a) Subject Each Share issued and outstanding immediately prior to the Effective Time (other subsections than any Shares to be canceled pursuant to Section 2.6(b) and any Dissenting Shares) and any Shares issuable upon exercise of this Section 1.5any option, at conversion or other right to acquire Shares existing immediately prior to the Effective TimeTime (collectively, "RIGHTS") will, by virtue of the Merger and without any further action on the part of Parentthe holder thereof, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired extinguished and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock the Per Share Amount, or such higher per Share amount as is paid in the Offer, in cash payable to the holder thereof, without interest (the "EXCHANGE RATIOMERGER CONSIDERATION").
(b, prorated for fractional shares, in accordance with Section 2.7. All such Shares, when so converted, will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of a certificate formerly representing any such Share will cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.7. Any payment made pursuant to this Section 2.6(a) Ifand Section 2.7 will be made net of applicable withholding taxes to the extent such withholding is required by Law. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, Time the outstanding shares of Company Common Stock or Parent Common Stock are Shares shall have been changed into a different number or class of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, division combination or subdivision exchange of shares, the Merger Consideration will be correspondingly adjusted on a per-share basis to reflect such stock dividend, reverse stock split, consolidation of sharessubdivision, reclassification, recapitalization recapitalization, split, combination or other similar transaction, then the Exchange Ratio shall be appropriately adjustedexchange of shares.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 1 contract
Samples: Merger Agreement (Tech Sym Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, each share of common stock, par value $.01 per share, of the Company (individually a "Share" and collectively the "Shares") issued and outstanding immediately prior to the Effective Time (other than (i) Shares held in the Company's treasury or by any of the Company's subsidiaries, (ii) Shares held by Parent, Acquisition or any other subsidiary of Parent and (iii) Dissenting Shares (as defined in Section 1.9)) shall, by virtue of the Merger and without any further action on the part of Parent, Merger SubAcquisition, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Timeholder thereof, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into represent the right to receive 0.30 of a share of Parent Common Stock $12.50 in cash, without interest (the "EXCHANGE RATIOMerger Consideration").
(b) If. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are Shares shall have been changed into a different number or class of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, division combination or subdivision exchange of shares, then the Merger Consideration contemplated by the Merger shall be correspondingly adjusted to reflect such stock dividend, reverse stock split, consolidation of sharessubdivision, reclassification, recapitalization recapitalization, split, combination or other similar transactionexchange of shares.
(b) At the Effective Time, then each outstanding share of the Exchange Ratio common stock, par value $.01 per share, of Acquisition shall be appropriately adjustedconverted into one share of common stock, par value $.01 per share, of the Surviving Corporation.
(c) If At the Effective Time, each Share held in the treasury of the Company and each Share held by Parent, Acquisition or any shares subsidiary of Parent, Acquisition or the Company Common Stock outstanding immediately prior to the Effective Time are unvested shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or are subject the holder thereof, be canceled and cease to a repurchase option, risk of forfeiture or other conditionexist and no payment shall be made with respect thereto.
Appears in 1 contract
Samples: Merger Agreement (Safeway Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the CompanyCompany or Merger Sub:
(i) any Any and all shares of the common stock, $0.01 par value per share, of the Company ("Company Common Stock 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 at the Effective Timeexist, and no consideration shall be delivered in exchange thereforfor such shares;
(ii) any Any and all shares of Company Common Stock then held by Parent, Parent or Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange thereforfor such shares;
(iii) Except as provided in clauses (i) and (ii) above and subject to Section 1.5(b), each share of Company Common Stock then outstanding (other than Dissenting Shares as provided in Section 1.8) shall be converted into the right to receive Sixteen Dollars and Seventy-Five Cents ($16.75) in cash, without interest (the "Merger Consideration"); and
(iv) Each share of the common stock, $0.001 0.01 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Merger Consideration shall be appropriately adjustedcorrespondingly adjusted to reflect such change.
(c) If any shares The parties to this Agreement acknowledge and agree that (i) family trusts of which O. Victor Edelbrock, Jr. ("Mr. Edelbrock") is a trustee will receive appxxxxxxxxxx $0,000,000 of Merger Consideration as a result of their ownership of Company Common Stock outstanding immediately prior to as of the Effective Time are unvested or are subject that they have not contributed to Parent, and (ii) the Company Common Stock that Mr. Edelbrock owns through the Company's 401(k) plan will not be contributed to Parent and, as a repurchase optionresult, risk of forfeiture or other conditionwill also be exchanged for Merger Consideration.
Appears in 1 contract
Conversion of Shares. (a) Subject to the other subsections of this Section 1.51.8, at the Effective Time, by virtue of the Merger and without any further action on the part of ParentPurchaser, Merger Sub, the Company Xxxxx or any stockholder Stockholder of the CompanyXxxxx:
(i) any each share of Xxxxx Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive 16.5 common shares of Company Common Stock then held by the Company or any Subsidiary capital stock (par value NLG 0.96 share) of the Company Purchaser (or held in the Company's treasury) shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;"Purchaser Capital Stock"); and
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 stock (par value $1.00 per share, ) of Merger Sub then outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) The number of common shares of Purchaser Capital Stock into which each Share is to be converted pursuant to Section 1.5(a)(i) (as such number may be adjusted in accordance with this Section 1.5(b) is referred to as the "Conversion Ratio"). If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Xxxxx Common Stock or Parent Common Purchaser Capital Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of sharesreverse stock split, stock dividend, reverse stock split, consolidation of sharessubdivision, reclassification, recapitalization recapitalization, combination or other similar transaction, then the Exchange Conversion Ratio shall be appropriately adjustedadjusted to reflect such action.
(c) If any shares of Company Xxxxx Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, put right under the Xxxxx ESOP, risk of forfeiture under the Xxxxx ESOP, diversification provisions of the Xxxxx ESOP or other condition under any applicable agreement with Xxxxx, then the shares of Purchaser Common Stock issued in exchange for such shares of Xxxxx Common Stock will also be subject to the same repurchase option, put right under the Xxxxx ESOP, risk of forfeiture under the Xxxxx ESOP or other condition.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Metron Technology N V)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder shareholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses “(i)” and “(ii)” above and subject to Section 1.5(b), each share of Company Common Stock then outstanding (other than any Rollover Shares or Dissenting Shares, as defined below) shall be converted into the right to receive $14.00 in cash (the “Merger Consideration”), without interest, subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 1.6(e), it being agreed, for the avoidance of doubt, that all shares of Company Common Stock (including Restricted Securities, if any) contributed to Parent by the Rollover Investors (collectively, the “Rollover Shares”) immediately prior to the Effective Time shall not be converted into the right to receive the Merger Consideration; and
(iv) each share of the common stock, $0.001 no par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Merger Consideration shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 1 contract
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubPurchaser, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then Shares held immediately prior to the Effective Time by the Company or any Subsidiary of the Company Acquired Corporation (or including Shares held in the Company's ’s treasury) shall automatically be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then Shares held immediately prior to the Effective Time by Parent, Merger Sub Parent or Purchaser or any other direct or indirect wholly owned Subsidiary of Parent shall automatically be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) except for Excluded Shares and Dissenting Shares, each Share outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price, without interest (the “Merger Consideration”), subject to any withholding of Taxes required by applicable Laws in accordance with Section 3.6(e); and
(iv) each share of the common stock, $0.001 par value per share, of Merger Sub then Purchaser 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; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement Date and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock 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 Exchange Ratio Merger Consideration shall be appropriately adjusted; it being understood that nothing in this Section 3.5(b) shall be construed to permit the Company to take any action that is prohibited by the term of this Agreement.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 1 contract
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder holder of shares of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's treasury) ’s treasury shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held owned of record by Parent, Merger Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses “(i)” and “(ii)” above and subject to Sections 2.5(b), 2.5(c) and 2.7, each share of Company Common Stock then outstanding shall be converted into the right to receive, in cash (upon the proper surrender of the certificate representing such share), an amount equal to the Offer Price (the “Merger Price”), without interest; and
(iv) each share of the common stock, $0.001 par value per share, of Merger Acquisition Sub then outstanding shall be converted into one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Merger Price shall be appropriately adjusted.
(c) If (i) any shares share of Company Common Stock outstanding immediately prior to the Effective Time are is unvested or are is subject to a repurchase option, risk of forfeiture or other condition under any restricted stock purchase agreement or other agreement with the Company or under which the Company has any rights, and (ii) such restricted stock purchase agreement or other agreement does not provide that the vesting of such share of Company Common Stock shall fully accelerate at or prior to the Effective Time, then the amount payable with respect thereto (or with respect to any portion that does not accelerate at or prior to the Effective Time) pursuant to Section 2.5(a)(iii) will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition.
Appears in 1 contract
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common 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 at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) each share any shares of the common stockCompany Preferred Stock then held by Parent, $0.001 par value per share, Acquisition Sub or any other wholly owned Subsidiary of Merger Sub then Parent shall remain outstanding shall and continue to be converted into one share shares of common stock of Preferred Stock in the Surviving Corporation; and;
(iv) except as provided in clauses "(i)" and "(ii)" of this sentenceabove and subject to Sections 2.5(b), 2.5(c) and 2.7, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock cash amount equal to the Offer Price, without interest (the "EXCHANGE RATIOMerger Consideration"); and
(v) each share of the common stock, $0.0001 par value per share, of Acquisition Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation.
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Merger Consideration shall be appropriately adjustedadjusted to reflect such change.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other conditioncondition under any applicable restricted stock purchase agreement or other agreement with the Company or under which the Company has any rights (such shares, "Unvested Shares"), then the Company shall take all action following adoption and approval of this Agreement under Section 1.2 to accelerate and fully vest such Unvested Shares so that such Unvested Shares may be tendered to Acquisition Sub and Parent on the terms set forth herein.
Appears in 1 contract
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly-owned Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease immediately prior to exist at the Effective Time, Time shall continue to be so held and no consideration shall be delivered paid or payable in exchange therefor;respect thereof.
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent shall be canceled and retired and shall cease immediately prior to exist at the Effective Time, Time shall remain issued and outstanding and no consideration shall be delivered paid or payable in exchange thereforrespect thereof;
(iii) except as provided in clauses “(i)” and “(ii)” of this Section 1.5(a) and subject to Sections 1.5(b), 1.5(c) and 1.8, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $63.00 in cash, without interest; and
(iv) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are constitute Company Restricted Stock, then: (i) the Merger Consideration delivered in exchange for such shares of Company Restricted Stock will also be unvested or are and subject to a the same repurchase option, risk of forfeiture or other conditioncondition as applied to such Company Restricted Stock; and (ii) the cash consideration included in such Merger Consideration need not be paid until such time as such repurchase option, risk of forfeiture or other condition lapses or otherwise terminates; provided, however, that if the employment of any Continuing Employee (other than a Person who has entered into one of the
Appears in 1 contract
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common 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 at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses "(i)" and "
(ii) above and subject to Sections 1.5(b), 1.5(c) and 1.8, each share of Company Common Stock then outstanding shall be converted into the right to receive a combination of (A) cash in the amount of $0.125 (the "Cash Consideration"), and (B) 0.0076 of a share of Parent Common Stock (the "Exchange Ratio"); and
(iv) each share of the common stock, $0.001 0.01 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
. The Cash Consideration and the Exchange Ratio (ivas each of them may be adjusted in accordance with Section 1.5(b)) except are collectively referred to as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIOMerger Consideration").
(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 (including the October Reverse Stock Split), consolidation of shares, reclassification, recapitalization or other similar transaction, then the Cash Consideration and the Exchange Ratio each shall be appropriately adjusted. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent 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 Exchange Ratio (but not the Cash Consideration) shall be appropriately adjusted.
(c) If 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. Any holder of Company Common Stock outstanding immediately prior 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, in lieu of such fraction of a share and upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 1.6), be paid in cash the dollar amount (rounded to the Effective Time are unvested or are subject to nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a repurchase option, risk share of forfeiture or other conditionParent Common Stock on the Nasdaq National Market on the date the Merger becomes effective.
Appears in 1 contract
Samples: Merger Agreement (Global Sports Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock Shares then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock Shares then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, 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 then outstanding (other than any Dissenting Shares, as defined below) shall be converted into the right to receive the Offer Price in cash, without interest (the “Merger Consideration”), subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.6(e); and
(iv) each share of the common stock, $0.001 .001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock 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 Exchange Ratio Offer Price shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 1 contract
Samples: Merger Agreement (Websense Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common 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 at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock Stock, if any, then held by Parent, Merger Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentenceabove and subject to Sections 2.5(b), 2.5(c) and 2.7, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock the Per Share Amount (the "EXCHANGE RATIOMerger Consideration"), without interest; and
(iv) each of the shares of the common stock, $0.01 par value per share, of Acquisition Sub then outstanding shall be converted into one share of Company Common Stock.
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Merger Consideration shall be appropriately adjustedadjusted to reflect such change or transaction.
(c) If If, any shares of Company Common 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 or under which the Company has any rights, then the Merger Consideration payable with respect thereto will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement.
Appears in 1 contract
Samples: Merger Agreement (Caminus Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or the holders of any stockholder of the following securities:
(a) each issued and outstanding share of the Company:
's Class A common stock, par value $.01 per share (ithe "Class A Stock") any shares of Company and Class B Common Stock then Stock, par value $.01 (the "Class B Stock," together with the Class A Stock, 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, Parent, Merger Subsidiary or any Subsidiary other subsidiary of Parent (collectively, the Company (or held in the Company's treasury"Controlling Stock") shall be canceled and retired and shall cease to exist at exist, and no payment or consideration shall be made with respect thereto;
(b) each issued and outstanding share of Class A Stock, other than those shares of Class A Stock constituting Controlling Stock (the "Class A Exchange Stock"), shall be converted into the right to receive an amount in cash, without interest, equal to $1.00 (the "Class A Consideration") and each issued and outstanding share of Class B Stock, other than those shares of Class B stock constituting Controlling Stock (the "Class B Exchange Stock," together with the Class A Exchange Stock, the "Exchange Stock"), shall be converted to the right to receive an amount in cash, without interest, equal to $________ (the "Class B Consideration," together with the Class A Consideration, the "Merger Consideration"). At the Effective Time, and no consideration shall be delivered in exchange therefor;
(ii) any all such shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration each holder of a certificate (a "Certificate") representing any such shares of Common Stock shall be delivered in exchange therefor;cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest; and
(iiic) each issued and outstanding share of the common stock, $0.001 par value per share, capital stock or ownership interest of Merger Sub then outstanding Subsidiary shall be converted into one fully paid and nonassessable share of common stock stock, par value $__________, of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio shall be appropriately adjusted.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 1 contract
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, each share of common stock, par value $0.001 per share, of SIMBA (individually a "SIMBA Share" and collectively, the "SIMBA Shares") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any further action on the part of ParentXXXXX, Merger SubXXX 000, MERGER SUB or the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any Subsidiary of the Company (or held in the Company's treasury) shall holder thereof, be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 receive, upon the surrender of a share the certificate formerly representing such share, four (4) shares of Parent YFC 355's Common Stock (Stock, par value $0.001 per share. In the "EXCHANGE RATIO").
(b) Ifevent that, between subsequent to the date of this Agreement and but prior to the Effective Time, the outstanding shares of Company YFC 355 Common Stock or Parent SIMBA Common Stock are changed into a different number or class of shares by reason or a different class as a result of any a stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of sharesstock dividend, subdivision, reclassification, combination, exchange, recapitalization or other similar transaction, the number of shares of YFC 355 Common Stock into which each share of SIMBA Common Stock will be converted as a result of the Merger will be adjusted appropriately.
(b) SIMBA hereby acknowledges that (i) the YFC 355 Shares have not been and will not be registered under the Securities Act of 1933 ("1933 Act") or under the securities laws of any state. YFC 355 intends to file an Application for the purpose of qualifying, under the California Securities Law, the issuance of shares of YFC 355 Common Stock to SIMBA shareholders upon consummation of the Merger. If the California Department of Corporations grants YFC 355 the Permit, then the Exchange Ratio shall securities to be appropriately adjustedissued by YFC 355 will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 3(a)(10) of the Securities Act.
(c) If any shares At the Effective Time, each SIMBA Share held in the treasury of Company Common Stock outstanding SIMBA, by SIMBA immediately prior to the Effective Time are unvested shall, by virtue of the Merger and without any action on the part of SIMBA, MERGER SUB or are subject YFC 355 be canceled, retired and cease to a repurchase optionexist and no payment shall be made with respect thereto.
(d) Prior to the date of this Agreement or at the Effective Time, risk YFC 355 has amended its Certificate of forfeiture or other conditionIncorporation to increase its authorized common stock from 20,000,000 shares to 100,000,000 shares, par value $0.001 and increase its authorized preferred stock from 5,000,000 shares, par value $0.001, to 10,000,000 shares, par value $0.001.
Appears in 1 contract
Samples: Acquisition Agreement (Yfc 355 Corp)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder shareholder of the Company:
(i) any shares of Company Common 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 at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(ii) any shares of Company Common Stock Stock, if any, then held by Parent, Merger Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Timeexist, and no consideration shall be delivered in exchange therefor;
(iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentenceabove and subject to Sections 2.5(b) and 2.7, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock the Per Share Amount (the "EXCHANGE RATIOMerger Consideration"), without interest; and
(iv) each of the shares of the common stock, $0.01 par value per share, of Acquisition Sub then outstanding shall be converted into one (1) share of Company Common Stock.
(b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent 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 Exchange Ratio Merger Consideration shall be appropriately adjustedadjusted to reflect such change or transaction.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition
Appears in 1 contract
Samples: Merger Agreement (Hte Inc)
Conversion of Shares. (a) Subject to the other subsections of this Section 1.5, at At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
(i) any shares of Company Common Stock then held by the Company or any wholly-owned Subsidiary of the Company (or held in the Company's ’s treasury) shall be canceled and retired and shall cease immediately prior to exist at the Effective Time, Time shall continue to be so held and no consideration shall be delivered paid or payable in exchange thereforrespect thereof;
(ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent shall be canceled and retired and shall cease immediately prior to exist at the Effective Time, Time shall remain issued and outstanding and no consideration shall be delivered paid or payable in exchange thereforrespect thereof;
(iii) except as provided in clauses “(i)” and “(ii)” of this Section 1.5(a) and subject to Sections 1.5(b), 1.7 and 1.8, each share of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive $27.75 in cash, without interest; and
(iv) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation; and
(iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive 0.30 of a share of Parent Common Stock (the "EXCHANGE RATIO").
(b) If, between during the period commencing on the date of this Agreement and ending at the Effective Time, the outstanding shares of Company Common Stock or Parent 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, or if a stock dividend is declared by the Company during such period, or a record date with respect to any such event shall occur during such period, then the Exchange Ratio shall consideration to be appropriately adjusted.
(c) If any delivered in respect of shares of Company Common Stock outstanding immediately prior pursuant to Section 1.5(a)(iii) shall be adjusted to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other conditionextent appropriate.
Appears in 1 contract
