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:
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. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time, including shares of Target Common Stock issued upon conversion of Target Preferred Stock pursuant to Section 2.01(c) (other than (i) shares to be cancelled and retired in accordance with Section 2.01(a), and (ii) Dissenting Shares) will be converted into the right to receive the Per Share Merger Consideration.
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. 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 (c) Conversion of Common Stock of Sub. Each issued and outstanding share of common stock, par value $0.01 per share, of Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. SECTION 2.2.
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:
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,
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. (i) At the Effective Time, the total amount of consideration (consisting of Acquiror Common Stock valued as set forth below and cash) to be paid by Acquiror (including Acquiror Common Stock to be reserved for issuance upon exercise of unexpired and unexercised options outstanding to purchase Target Common Stock assumed by Acquiror pursuant to 1.6(c), whether vested or unvested ("Target Options")) in exchange for all outstanding shares of Target Common Stock and the assumption of Target Options shall be (A) five million seven hundred ninety one thousand three hundred twenty three (5,791,323), multiplied by the weighted average closing market price of the Acquiror Common Stock as quoted on the Nasdaq National Market for the five trading days immediately prior to the Effective Date (the "Closing Price"), plus (B) twenty eight million four hundred sixty thousand two hundred seventy dollars ($28,460,270) (such sum, the "Initial Total Consideration"). Other than for additional cash payments to holders of Target Common Stock pursuant to Section 1.6(a)(vi) and adjustments to the Option Exchange Ratio (as defined in Section 5.15) of Target Options pursuant to 5.15(a) resulting from the application of the calculation set forth on Annex A hereto, and pursuant to the provisions of Section 1.6(a)(vii), in no event shall the number of shares of Acquiror Common Stock to be issued in respect of the outstanding shares of Target Common Stock and Target Options, at any time, exceed 5,791,323 in the aggregate nor shall the cash to be paid to the stockholders of Target Common Stock pursuant to this Section 1.6, at any time, exceed $28,460,270.
