Conversion of Target Capital Stock. (i) Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares (as defined in Section 1.6(g)), shall be converted into the right to receive an amount of cash per share equal to the quotient obtained by dividing (1) $40,000 by (2) the number of shares of Target Common Stock issued and outstanding immediately prior to the Effective Time.
Conversion of Target Capital Stock. (a) Exchange Ratio for Common Stock. Each share of Common Stock, par --------------------------------- value $.001 per share, of TARGET (the "TARGET Common Stock") issued and --------------------- outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted (subject to Section 3.4) into the right ----------- to receive shares of PARENT Common Stock as per an exchange ratio which shall be determined by dividing the full amount of all of such issued and outstanding Capital Stock of TARGET by 14,000,000 (the "Exchange Rate").
Conversion of Target Capital Stock. (i) All of the issued and outstanding shares of Common Stock, par value $.001 per share, of Target (the "Target Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled pursuant to Section 1.6(b) and shares, if any, held by persons who have not voted such shares for approval of the Merger and with respect to which such persons shall become entitled to exercise dissenters' rights in accordance with Section 262 of Delaware Law ("Dissenting Shares")) shall be converted into the right to receive $0.2047 per share (assuming 24,913,035 shares outstanding at the Closing), subject to adjustment as set forth in Section 1.6(e) (the "Merger Consideration"). The total amount paid for all outstanding securities of Target at the Effective Time is referred to herein as the "Aggregate Merger Consideration." All shares of Target Capital Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Target Capital Stock shall 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 1.7, without interest.
Conversion of Target Capital Stock. Each share of Target's Capital Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged into the right to receive the number of validly issued, fully paid and nonassessable shares of the Acquiror's Capital Stock (the "Merger Consideration") as follows:
Conversion of Target Capital Stock. The maximum number of shares of Acquiror Common Stock to be issued (including Acquiror Common Stock to be reserved for issuance upon exercise of options to purchase shares of Target Common Stock (as hereinafter
Conversion of Target Capital Stock. All of the issued and outstanding shares of Common Stock, par value $.001 per share, and Preferred Stock, par value $.001 per share, of Target (the "Target Common Stock" and "Target Preferred Stock," respectively, and together the "Target Capital Stock") and all of the In-The-Money Target Warrants (as defined below) issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled pursuant to Section 1.6(b)) shall collectively be converted into the right to receive aggregate cash consideration in an amount equal to $27,000,000 (the "Maximum Aggregate Consideration"), as adjusted pursuant to Section 1.6(e) below, with 10% of the Maximum Aggregate Consideration to be held in escrow (the "Escrow Cash") and made available to compensate Acquiror for certain damages as provided in Section 6 below (as so adjusted, the "Merger Consideration"), to be allocated on a per share basis in accordance with the provisions of the Target's Certificate of Incorporation in effect immediately prior to the Closing, as follows: (i) $0.00 per share of Target Common Stock; (ii) $0.582 per share of Series A Target Preferred Stock; and (iii) $0.582 per share of Series A-1 Target Preferred Stock; provided, however, shares, if any, held by persons who have not voted such shares for approval of the Merger and with respect to which such persons shall become entitled to exercise appraisal rights in accordance with Section 262 of Delaware Law or other applicable law ("Dissenting Shares") shall not receive their ratable share of such Merger Consideration unless and until such shares shall no longer constitute Dissenting Shares. All shares of Target Capital Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Target Capital Stock shall 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 1.7, without interest.
Conversion of Target Capital Stock. The maximum number of ---------------------------------- shares of Acquiror Common Stock to be issued in exchange for the acquisition by Acquiror of all outstanding Target Capital Stock (including shares owned by Acquiror, the "Merger Shares") shall be equal to 400,000 shares (as such number may be appropriately adjusted for stock splits, stock dividends and other subdivisions and combinations of Acquiror Common Stock subsequent to the date hereof) less a pro rata portion of such shares which corresponds to the number of Dissenting Shares (as defined below). No adjustment shall be made in the number of Merger Shares as a result of any cash proceeds received by Target from the date hereof to the Closing Date pursuant to the exercise of currently outstanding warrants to acquire Target Capital Stock. Subject to the terms and conditions of this Agreement and the Certificate of Merger as of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Target Capital Stock, at the Effective Time, each share of Target Common Stock and any Target Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled pursuant to Sections 1.6(b) and 1.6(c) and shares, if any, held by persons who have not voted such shares for approval of the Merger and with respect to which such persons shall become entitled to exercise dissenters' rights in accordance with Delaware Law ("Dissenting Shares")) shall be converted and exchanged for the right to receive such percentage of Merger Shares as shall be determined in accordance with Exhibit B hereof (the "Exchange Ratio"). For purposes of determining the --------- consideration for shares of Target Capital Stock exchanged pursuant to this Agreement, the parties hereto acknowledge and agree that the fair market value of Acquiror Common Stock on the date hereof is $0.22 per share.
Conversion of Target Capital Stock. Each share of Target Capital Stock issued and outstanding immediately prior to the Effective Time, subject to Section 2.6(b), and excluding Dissenting Shares, shall be converted without any action on the part of the holders thereof, into the right to receive the applicable Merger Consideration in cash, without interest, subject to, and in accordance with Section 8 and the Escrow Agreement. At the Effective Time, all such shares of Target Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Target Capital Stock (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration with respect thereto, subject to Section 2.7 and Section 8 hereof. For the avoidance of doubt, in the event the Merger Consideration applicable to any shares of Target Capital Stock is $0, such shares of Target Capital Stock shall receive no consideration, and at the Effective Time such shares shall no longer be outstanding and shall automatically be canceled and cease to exist, and the holders of the Certificates for such shares shall cease to have any rights with respect thereto, subject to Section 2.6(f). (b)
Conversion of Target Capital Stock. At the Effective Time, each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Target Common Stock to be canceled pursuant to Section 1.6(b) or any shares of Target Capital Stock to which dissenters' rights have been exercised pursuant to Section 1.6(f)) will be canceled and extinguished and be converted automatically into the right to receive (i) .1491 of a share of Acquiror Common Stock (the "Common Exchange Ratio") and (ii) two dollars ($2.00) in cash (the "Cash Consideration"). At the Effective Time, and as more particularly set forth in Section 5.14, each option to purchase Target Common Stock outstanding immediately prior to the Effective Time will be canceled and extinguished and be converted automatically into an option to purchase .1822 of a share of Acquiror Common Stock (the "Option Exchange Ratio"). No adjustment shall be made in the number of shares of Acquiror Common Stock issued in the Merger as a result of any cash proceeds received by Target from the date hereof to the Closing Date pursuant to the exercise of currently outstanding Target Options.
Conversion of Target Capital Stock. All of the issued and outstanding shares of Common Stock of Target (“Target Common Stock”) and all of the issued and outstanding shares of Preferred Stock of Target (“Target Preferred Stock” and together with the Target Common Stock, “Target Capital Stock”), issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled pursuant to Section 1.06(b) and Dissenting Shares, if any) shall be canceled and extinguished and be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Target Capital Stock in the manner provided in Section 1.07, that portion of the Merger Consideration, without interest, as follows: each such share of Target Common Stock shall receive (x) an amount of cash equal to the Per Share Initial Cash Consideration, and (y) a number of shares of Acquiror Common Stock equal to the Per Share Initial Stock Consideration, and (z) such amount in cash and such number of shares of Acquiror Common Stock equal to the Earn-Out Consideration to be paid per share, if any, pursuant to Section 1.12 hereof, and each such share of Target Preferred Stock shall receive (xx) an amount of cash equal to the Per Preferred Share Initial Cash Consideration, and (yy) a number of shares of Acquiror Common Stock equal to the Per Preferred Share Initial Stock Consideration, and (zz) such amount in cash and such number of shares of Acquiror Common Stock equal to the Earn-Out Consideration to be paid per share, if any, pursuant to Section 1.12 hereof.
