Conversion of Target Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Target or the holder of any of the following securities:
(a) Each share of common stock, par value $1.00 per share, of Buyer (the “Buyer Common Stock”) issued and outstanding immediately before the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
(b) All shares of common stock, par value $1.00 per share, of Target issued and outstanding immediately before the Effective Time (the “Target Common Stock”) that are owned, directly or indirectly, by Target or Buyer (other than shares of Target Common Stock held in trust accounts (including grantor or rabbi trust accounts)), managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”)) shall no longer be outstanding, shall automatically be cancelled and shall cease to exist and no stock of Buyer and no other consideration shall be delivered in exchange therefor.
(c) Subject to Sections 1.4(e) and 1.5, each share of Target Common Stock, except for shares of Target Common Stock owned by Target or Buyer or any of their respective wholly owned Subsidiaries (other than Trust Account Common Shares), shall be converted, at the election of the holder thereof, in accordance with the procedures set forth in Section 2.1, into the right to receive the following consideration, without interest:
(i) for each share of Target Common Stock with respect to which an election to receive Buyer Common Stock has been effectively made and not revoked or deemed revoked pursuant to Article II (a “Stock Election”) or with respect to which the Exchange Agent has made an allocation of the right to receive Buyer Common Stock under Section 1.5, that fraction of a fully paid and nonassessable share of Buyer Common Stock equal to the Exchange Ratio (the “Stock Consideration”) (collectively, the “Stock Election Shares”); the “Exchange Ratio” shall equal 0.6667;
Conversion of Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 4.01(a), and (ii) Dissenting Shares, if any) will be converted into the right to receive, in cash and without interest, an amount equal to the Offer Price (the “Merger Consideration”). At the Effective Time, all shares of Target Common Stock will no longer be outstanding and all shares of Target Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 4.03, each holder of a certificate formerly representing any such shares (each, a “Certificate”) will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 4.02.
Conversion of Target Common Stock. All of the issued and outstanding shares of Common Stock, par value $0.01 per share of Target (the “Target Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted at the Effective Time into the right to receive that number of shares of Acquiror Common Stock as shall be determined in accordance with the calculation set forth with respect to the Target Common Stock on Exhibit A attached hereto (the “Exchange Ratio”). All shares of Target Common Stock, upon conversion, 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 Common 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 Common Stock. 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) and any Dissenting Shares (as defined in and to the extent provided in Section 1.7(a)) will be canceled and extinguished and automatically converted (subject to Sections 1.6(e) and (f)) into the right to receive 0.9 (the "EXCHANGE RATIO") shares of Acquiror Common Stock upon surrender of the certificate representing such share of Target Common Stock in the manner provided in Section 1.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 1.10).
Conversion of Target Common Stock. At the Effective Time, each share of Common Stock, par value $0.001 per share, of Target (the “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 2.1(e)) shall be converted, subject to Section 2.1(h), into the right to receive .122935 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), of Orion (the “Conversion Rate”). All such converted shares of Target Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such converted shares shall thereafter represent the right to receive a certificate representing that number of shares of Series B Preferred Stock into which such shares of Target Common Stock were converted in the Merger pursuant to this Agreement.
Conversion of Target Common Stock. (i) Subject to Sections 1.6(c)(ii)(A) and (B) below and subject to Section 7.1(j) hereof, 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(a) or any shares of Target Common Stock to which dissenters' rights have been exercised pursuant to Section 1.6(g)) will be converted automatically into the right to receive the Per Share Consideration (as defined below).
Conversion of Target Common Stock. Subject to Section 2.2(f), each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(a)) shall be converted into the right to receive (i) 0.6788 of an Acquiror Common Share and (ii) $2.46 in cash (the "Cash Consideration") (together, (i) and (ii) being referred to herein as the "Merger Consideration"). As of the Effective Time, all such shares of Target Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding Target Common Shares (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive: (i) certificates representing the number of whole Acquiror Common Shares into which such shares have been converted ("Acquiror Certificates"), (ii) certain dividends and other distributions in accordance with Section 2.2(d), (iii) cash in an amount equal to the product that is obtained by multiplying (A) the Cash Consideration by (B) the whole number of shares of Target Common Stock surrendered, and (iv) cash in lieu of fractional Acquiror Common Shares in accordance with Section 2.2(f), without interest. -2- 7
Conversion of Target Common 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) 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 appraisal rights in accordance with Section 262 of the Delaware Law ("Dissenting Shares")) will be canceled and extinguished and be converted automatically into the right to receive:
(i) an amount in cash equal to $2.00 (the "Cash Consideration");
(ii) 0.35 shares of Acquiror Common Stock (the "Stock Consideration" and the "Stock Consideration Exchange Ratio"); and
(iii) 0.20 shares of VC Common Stock held of record by Acquiror as of the date hereof (the "VC Exchange Ratio"), subject to adjustment as set forth below (the "VC Consideration" and collectively with the Cash Consideration and Stock Consideration, the "Merger Consideration"). The VC Exchange Ratio shall be subject to increase such that based on the average of the closing prices of Acquiror Common Stock and the average of the closing prices of VC Common Stock for the ten trading days immediately preceding (and including) the third trading day prior to the Target Stockholders' Meeting, the Merger Consideration shall be equal to $9.00 (the "Price"); provided, however, that if based on such calculation the VC Exchange Ratio would be greater than .2636, the VC Exchange Ratio shall be .2636 (the "Floor"); provided further, that at Acquiror's option, in lieu of such increase of the VC Exchange Ratio, the Cash Consideration may be increased such that, based on the average of the closing prices of Acquiror Common Stock and the average of the closing prices of VC Common Stock for the ten trading days immediately preceding (and including) the third trading day prior to the Target Stockholders'
Conversion of Target Common Stock. (i) Subject to Sections 1.6(a)(ii) and 1.6(a)(iii) below and subject to Section 7.1(j) hereof, 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 Common Stock to which dissenters' rights have been exercised pursuant to Section 1.6(g)) will be converted automatically into the right to receive the fraction of one fully paid and non-assessable share of Acquiror Common Stock equal to the product of (x) one (1) and (y) a fraction (rounded to four (4) decimal places, with the number five (5) and below being rounded down), the numerator of which is $12.50 and the denominator of which is the Average Stock Price (subject to Sections 1.6(a)(ii), 1.6(a)(iii) and 7.1(j), such product being the "Exchange Ratio"); provided, however,
(ii) if the Average Stock Price is equal to or less than $15.8634, the Exchange Ratio shall, for the purposes of this Agreement, be deemed to equal 0.7880, except as may be otherwise provided in Section 7.1(j); and
(iii) if the Average Stock Price is equal to or greater than $19.3886, the Exchange Ratio shall, for the purposes of this Agreement, be deemed to equal 0.6447.
Conversion of Target Common Stock. (i) Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (other than those held by Dxxxxx X. Xxxxxxx and any Dissenting Shares) will be canceled and will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Per Share Merger Consideration and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration subject to and in accordance with Section 2.3.
(ii) Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time that is held by Dxxxxx X. Xxxxxxx (other than Dissenting Shares) will be canceled and will, by virtue of the Merger and without any action on the part of Dxxxxx X. Xxxxxxx, be converted into the right to receive the Pxxxxxx Per Share Merger Consideration and Dxxxxx X. Xxxxxxx will cease to have any rights with respect thereto, except the right to receive the Pxxxxxx Per Share Merger Consideration subject to and in accordance with Section 2.3.
(iii) Each Target Option Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) will be canceled and will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Target Optionholder Merger Consideration and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Target Optionholder Merger Consideration subject to and in accordance with Section 2.3.
