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;
Appears in 2 contracts
Samples: Merger Agreement (Community Capital Corp /Sc/), Merger Agreement (Park Sterling Corp)
Conversion of Target Common Stock. (a) At the Effective Time, by virtue of the Merger subject to Sections 1.4(b) and without any action on the part of Buyer1.4(c), Target or the holder of any of the following securities:
(a) Each each share of Target common stock, par value $1.00 0.0001 per share, of Buyer share (the “Buyer Target 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 as of common stock, par value $1.00 per share, of Target issued and outstanding immediately before the Effective Time (excluding Dissenters’ Shares but, for the “Target Common Stock”) that are ownedavoidance of doubt, directly or indirectly, by Target or Buyer (other than including any shares of Target Common Stock held in trust accounts (including grantor issued as of the Effective Time by reason of the conversion of the Target Restricted Stock Units 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 exercise of options 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 acquire 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 convertedconverted into the right to receive, without interest, at the election of the holder thereof, thereof and in accordance with the procedures set forth in Section 2.12.2 and subject to Sections 2.1 and 2.3, into the right to receive the following consideration, without interestfollowing:
(i) for each share of Target Common Stock with respect to which an election to receive Buyer Common Stock cash has been effectively made and not revoked or deemed revoked lost, pursuant to Article II Section 2.2 (a “Cash Election”), the right to receive in cash from WAL, without interest, an amount equal to the Per Share Consideration (the “Cash Consideration”) (collectively, “Cash Election Shares”);
(ii) for each share of Target Common Stock with respect to which an election to receive common stock, par value $0.0001 per share, of WAL (“WAL Common Stock”) has been effectively made and not revoked or lost, pursuant to Section 2.2 (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 from WAL the number of a fully paid and nonassessable share shares of Buyer WAL Common Stock equal to one share of Target Common Stock multiplied by the Exchange Ratio (the “Stock Consideration”) (collectively, the “Stock Election Shares”); and
(iii) for each share of Target Common Stock other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or lost, pursuant to Section 2.2 (collectively, “Non-Election Shares”), the “Exchange Ratio” shall equal 0.6667;right to receive from WAL such Stock Consideration and/or Cash Consideration as is determined in accordance with Section 2.1(b).
Appears in 2 contracts
Samples: Merger Agreement (Western Liberty Bancorp), Merger Agreement (Western Alliance Bancorporation)
Conversion of Target Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerTarget, Target Parent, Merger Sub or the holder of any of the following securities:
(a) Each Subject to Section 2.2(e), each share of the common stock, no par value $1.00 per share, of Buyer Target (including shares of Target Non-Voting Common Stock, the “Buyer Target Common Stock”) issued and outstanding immediately before prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
(b) All Time, except for 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 ownedStock owned by Target, directly Parent or indirectly, by Target or Buyer Merger Sub (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 sharesshares held in a fiduciary or agency capacity by Target, Parent or any of their respective Subsidiaries, as the case may be, being referred to herein as “Trust Account Shares”) and shares of Target Common Stock held on account of a debt previously contracted (“DPC Shares”)), shall be converted into the right to receive 0.5235 validly issued, fully paid and nonassessable shares (the “Exchange Ratio”) of the common stock, $1.00 par value per share, of Parent (the “Parent Common Stock”) together with cash in lieu of any fractional shares in accordance with the provisions of Section 2.2(e) of this Agreement (the “Merger Consideration”). No shares of preferred stock of Parent will be issued in connection with the transactions contemplated by this Agreement.
(b) All of the shares of Target Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and no each certificate previously representing any such shares of Target Common Stock (each, a “Certificate”) and each uncertificated share of Target Common Stock (each, an “Uncertificated Share”) registered to a holder of Target Common Stock shall thereafter represent only the right to receive a certificate (or at Parent’s option, evidence of shares in book entry form) representing the Merger Consideration in whole shares of Parent Common Stock, together with any cash in lieu of fractional shares pursuant to Section 2.2(e), into which the shares of Target Common Stock represented by such Certificate or Uncertificated Share have been converted pursuant to this Section 1.4 and Section 2.2(e) and any dividends or distributions with respect thereto which the holder has the right to receive pursuant to Section 2.2(b). Certificates and Uncertificated Shares previously representing shares of Target Common Stock that have been converted into the right to receive the Merger Consideration shall be exchanged for certificates (or at Parent’s option, evidence of shares in book entry form) representing whole shares of Parent Common Stock equal to the Merger Consideration, together with any cash in lieu of fractional shares and any dividends or distributions with respect thereto which the holder has the right to receive pursuant to Section 2.2(b), in consideration therefor upon the surrender of such Certificates or transfer of such Uncertificated Shares in accordance with Section 2.2. Notwithstanding anything in this Agreement to the contrary, if, prior to the Effective Time, the outstanding shares of Parent Common Stock or Target Common Stock shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an equitable and proportionate adjustment shall be made to the Exchange Ratio per share and Merger Consideration payable pursuant to this Agreement and any amounts payable to the holders of Buyer Target Equity Awards pursuant to this Agreement.
(c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Target Capital Stock that are owned by Target, Parent or Merger Sub (other than Trust Account Shares and no DPC Shares) shall be cancelled and shall cease to exist, and neither the Merger Consideration nor any 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;
Appears in 2 contracts
Samples: Merger Agreement (Pinnacle Financial Partners Inc), Merger Agreement (BNC Bancorp)
Conversion of Target Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerTarget, Target Parent, Acquiror or the holder of any of the following securities:
(a) Each Subject to Section 2.2(e) and the election, proration and redesignation provisions of Section 1.4(b), each (i) share of the common stock, $1.00 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 ownedand (ii) share of Non-Cumulative Perpetual Preferred Stock, directly Series D, par value of $1.00 per share (the “Target Series D Preferred Stock”), which by its terms shall convert automatically into a share of Target Common Stock immediately prior to the Effective Time, issued and outstanding immediately prior to the Effective Time, except for Target Dissenting Shares (as defined below) and shares of Target Common Stock owned by Target, Parent or indirectly, by Target or Buyer Acquiror (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 sharesshares held in a fiduciary capacity by Target, Parent or Acquiror, as the case may be, being referred to herein as “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 held on account of their respective wholly owned Subsidiaries a debt previously contracted (other than Trust Account Common “DPC Shares”)), shall be converted, at the election of the holder thereof, in accordance with the procedures set forth in Section 2.1, converted into the right to receive the following consideration, without interest:
either (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 0.3369 shares (a the “Stock ElectionExchange Ratio”) or with respect to which the Exchange Agent has made an allocation of the right to receive Buyer common stock, $1.00 par value per share, of Parent (the “Parent Common Stock under Stock”), together with cash in lieu of any fractional shares in accordance with the provisions of Section 1.5, that fraction 2.2(e) of a fully paid and nonassessable share of Buyer Common Stock equal to the Exchange Ratio this Agreement (the “Stock Consideration”) or (collectivelyii) an amount in cash equal to $14.32, without interest, (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”). Assuming that the SBLF Redemption (as defined below) is completed, no shares of preferred stock of Acquiror or Parent will be issued in connection with the transactions contemplated by this Agreement.
(b) (i) The number of shares of Target Common Stock (including shares of Target Common Stock issuable automatically upon conversion of the Target Series D Preferred Stock immediately prior to the Effective Time) to be converted into the right to receive the Cash Consideration shall be equal to 25% of the number of shares of Target Common Stock (including shares of Target Common Stock issuable automatically upon conversion of the Target Series D Preferred Stock) outstanding immediately prior to the Effective Time (excluding shares to be cancelled pursuant to Section 1.4(d)) (the “Cash Election Number”). For purposes of determining the Cash Election Number, each holder of Target Dissenting Shares shall be deemed to have made a Cash Election (as defined below) unless such holder shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s right to payment as dissenting shareholders under the TBCA at or prior to the Effective Time. The number of shares of Target Common Stock (including shares of Target Common Stock issuable automatically upon conversion of the Target Series D Preferred Stock) to be converted into the right to receive the Stock Consideration shall be equal to 75% of the number of shares of Target Common Stock (including shares of Target Common Stock issuable automatically upon conversion of the Target Series D Preferred Stock) outstanding immediately prior the Effective Time (excluding shares to be cancelled pursuant to Section 1.4(d)) (the “Stock Election SharesNumber”); the “Exchange Ratio” shall equal 0.6667;.
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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 0.01 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 0.66670.7748;
(ii) for each share of Target Common Stock with respect to which an election to receive cash has been effectively made and not revoked or deemed revoked pursuant to Article II (a “Cash Election”), or with respect to which the Exchange Agent has made an allocation of the right to receive cash under Section 1.5, an amount in cash equal to the Per Share Amount (the “Cash Consideration”) (collectively, the “Cash Election Shares”) (the Cash Consideration together with the Stock Consideration shall be referred to as the “Merger Consideration”); or
(iii) for each share of Target Common Stock other than shares as to which a Cash Election or a Stock Election has been effectively made and not revoked or deemed revoked pursuant to Article II (collectively, the “Non-Election Shares”), such Stock Consideration or Cash Consideration, each as is determined in accordance with Section 1.5.
(iv) Notwithstanding anything in this Agreement to the contrary, the total number of shares of Target Common Stock to be converted to Cash Consideration (the “Cash Conversion Number”) shall be equal to the product of (A) 30% and (B) the number of shares of Target Common Stock issued and outstanding immediately before the Effective Time (excluding any shares of Target Common Stock owned by Target or Buyer or any of their respective wholly owned Subsidiaries (other than Trust Account Common Shares)) rounded down to the nearest whole share.
Appears in 1 contract
Conversion of Target Common Stock. At Subject to Section 2.2(e), each share of (i) Telcom I 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 (A) 65,202.425 shares of Acquiror Common Stock; (B) an Acquiror Warrant to purchase 4,912.68 shares of Acquiror Common Stock; and (C) Additional Merger Consideration, if any, pursuant to Section 2.1(c) (collectively, the "Target I Merger Consideration") and (ii) Telcom II Common Stock issued and outstanding 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 (A) 139,192.67 shares of Acquiror Common Stock; (B) an Acquiror Warrant to purchase 10,439.45 shares of Acquiror Common Stock; and (C) Additional Merger Consideration, if any (collectively, the "Target II Merger Consideration" and, together with the Target I Merger Consideration, the "Merger Consideration"). The Acquiror Warrants shall only become exercisable in the event that the Acquiror is unable to file a Registration Statement on Form S-1 to register the resale of the Acquiror Common Stock and/or such registration statement is not declared effective by the Securities and Exchange Commission (the "SEC") prior to the dates and during the period set forth in the Acquiror Warrants. As of 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 all such 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, outstanding and shall automatically be cancelled canceled and retired and shall cease to exist exist, and no stock each holder of Buyer and no other consideration shall be delivered in exchange therefor.
(c) Subject a certificate or certificates which immediately prior to Sections 1.4(e) and 1.5, each share of the Effective Time represented outstanding Target Common StockStock (the "Certificates") shall cease to have any rights with respect thereto, except for the right to receive (i) shares of Acquiror Common Stock in an amount equal to the product that is obtained by multiplying (A) the Exchange Ratio (as defined below) by (B) the whole number of shares of Target Common Stock owned by Target or Buyer or any surrendered and (ii) a warrant to purchase that number of their respective wholly owned Subsidiaries (other than Trust Account Common Shares), shall be converted, at the election shares 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 Acquiror Common Stock equal to the Exchange Ratio product obtained by multiplying (A) 0.075 by (B) the “shares of Acquiror Common Stock Consideration”determined in accordance with clause (i) of this Section 2.1(b) (collectively, with the “Stock Election Shares”result rounded to the nearest whole share); the “. The term "Exchange Ratio” " shall equal 0.6667;mean 8,187,804 divided by the sum of (i) the number of shares of Telcom I Common Stock issued and outstanding immediately prior to the Effective Time and (ii) the number of shares of Telcom II Common Stock issued and outstanding immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Motient Corp)
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 0.01 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 number of a fully paid and nonassessable share shares of Buyer Common Stock equal to the Exchange Ratio (the “Stock Consideration”) (collectively, the “Stock Election Shares”); the “Exchange Ratio” shall equal 0.66671.4799;
Appears in 1 contract
Conversion of Target Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerTarget, Target Acquiror or the holder of any of the following securities:
(a) Each Subject to Section 2.2(e), each share of the common stock, no par value $1.00 per share, of Buyer Target (the “Buyer Target Common Stock”) issued and outstanding immediately before prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
(b) All Time, except for 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 ownedStock owned by Target, directly Acquiror or indirectly, by Target or Buyer any of their respective Subsidiaries (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 sharesshares held in a fiduciary capacity by Target, Acquiror or any of their respective Subsidiaries, as the case may be, being referred to herein as “Trust Account Shares”) and shares of Target Common Stock held on account of a debt previously contracted (“DPC Shares”)), shall be converted into the right to receive (i) 0.36 shares (the “Exchange Ratio”) of the common stock, $1.00 par value per share, of Acquiror (the “Acquiror Common Stock”) together with cash in lieu of any fractional shares in accordance with the provisions of Section 2.2(e) of this Agreement (the “Stock Consideration”) and (ii) an amount in cash equal to $2.00, without interest (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”). No shares of preferred stock of Acquiror will be issued in connection with the transactions contemplated by this Agreement.
(b) All of the shares of Target Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, 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 certificate previously representing any such shares of Target Common StockStock (each, except for a “Certificate”) and each uncertificated share Target Common Stock (each, an “Uncertificated Share”) registered to a holder of Target Common Stock on the stock transfer books of Target shall thereafter represent only the right to receive (i) a certificate representing the Stock Consideration in whole shares of Acquiror Common Stock together with any cash in lieu of fractional shares pursuant to Section 2.2(e); and (ii) the Cash Consideration deliverable with respect to the shares of Target Common Stock represented by such Certificate or Uncertificated Share, into which the shares of Target Common Stock represented by such Certificate or Uncertificated Share have been converted pursuant to this Section 1.4 and Section 2.2(e). Certificates and Uncertificated Shares previously representing shares of Target Common Stock other than shares of Target Common Stock owned by Target or Buyer or any of their respective wholly owned Subsidiaries Acquiror (other than Trust Account Common Shares and DPC Shares), ) shall be convertedexchanged for (i) certificates representing whole shares of Acquiror Common Stock, at equal to the election Stock Consideration, together with any cash in lieu of fractional shares; and (ii) the holder thereof, Cash Consideration in consideration therefor upon the surrender of such Certificates or transfer of such Uncertificated Shares in accordance with the procedures set forth in Section 2.1, into the right to receive the following consideration2.2, without interest:
(i) for each share any interest thereon. If, prior to the Effective Time and not prohibited by the terms of this Agreement, the outstanding shares of Acquiror Common Stock or Target Common Stock with respect to which an election to receive Buyer Common Stock has shall have been effectively made and not revoked increased, decreased, or deemed revoked pursuant to Article II (changed into or exchanged for a “Stock Election”) different number or with respect to which the Exchange Agent has made an allocation kind of the right to receive Buyer Common Stock under Section 1.5, that fraction shares or securities as a result of a fully paid reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an equitable and nonassessable share of Buyer Common Stock equal proportionate adjustment shall be made to the Exchange Ratio (per share payable pursuant to this Agreement and the “Stock Consideration”) (collectively, the “Stock Election Shares”); the “Exchange Ratio” shall equal 0.6667;amount of Cash Consideration payable pursuant to this Agreement.
Appears in 1 contract
Conversion of Target Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of BuyerTarget, Target Acquiror or the holder of any of the following securities:
(a) Each Subject to Section 2.2(e), each share of the common stock, $1.00 par value $1.00 per share, of Buyer Target (the “Buyer Target Common Stock”) issued and outstanding immediately before prior to the Effective Time shall remain together with those restricted shares of Target Common Stock set forth in Section 1.4(a) of the Target Disclosure Schedule (as defined below) which are not issued and outstanding and shall not be affected by as of the Merger.
Effective Time, except for Target Bancorp Dissenting Shares (b) All as defined below), 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, Stock owned by Target or Buyer Acquiror (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 sharesshares held in a fiduciary capacity by Target or Acquiror, as the case may be, being referred to herein as “Trust Account Common Shares”)) or shares of Target Common Stock held on account of a debt previously contracted (“DPC Shares”), shall be converted into the right to receive (i) 0.4655 shares (the “Exchange Ratio”) of the common stock, $1.00 par value per share, of Acquiror (the “Acquiror Common Stock”) together with cash in lieu of any fractional shares in accordance with the provisions of Section 2.2(e) of this Agreement (the “Stock Consideration”) and (ii) $1.50 in cash, without interest (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”).
(b) All of the shares of Target Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and no stock each certificate previously representing any such shares of Buyer Target Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive (i) a certificate representing the Stock Consideration in whole shares of Acquiror Common Stock together with any cash in lieu of fractional shares pursuant to Section 2,2(e); and no other consideration shall be delivered in exchange therefor.
(cii) Subject the Cash Consideration deliverable with respect to Sections 1.4(e) the shares represented by such Certificate, into which the shares of Target Common Stock represented by such Certificate have been converted pursuant to this Section 1.4 and 1.5, each share Section 2.2(e). Certificates previously representing shares of Target Common Stock, except for other than shares of Target Common Stock owned by Target or Buyer or any of their respective wholly owned Subsidiaries Acquiror (other than Trust Account Common Shares and DPC Shares)) or Target Bancorp Dissenting Shares, shall be convertedexchanged for (i) certificates representing whole shares of Acquiror Common Stock, at equal to the election Stock Consideration, together with any cash in lieu of fractional shares; and (ii) the holder thereof, Cash Consideration in consideration therefor upon the surrender of such Certificates in accordance with the procedures set forth in Section 2.1, into the right to receive the following consideration2.2, without interest:
(i) for each share any interest thereon. If, prior to the Effective Time, the outstanding shares of Acquiror Common Stock or Target Common Stock with respect to which an election to receive Buyer Common Stock has shall have been effectively made and not revoked increased, decreased, changed into or deemed revoked pursuant to Article II (exchanged for a “Stock Election”) different number or with respect to which the Exchange Agent has made an allocation kind of the right to receive Buyer Common Stock under Section 1.5, that fraction shares or securities as a result of a fully paid reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an appropriate and nonassessable share of Buyer Common Stock equal proportionate adjustment shall be made to the Exchange Ratio per share payable pursuant to this Agreement.
(c) Notwithstanding anything in this Agreement to the “contrary, at the Effective Time, all shares of Target Capital Stock Consideration”(as defined below) that are owned by Target or Acquiror (collectivelyother than Trust Account Shares and DPC Shares) shall be cancelled and shall cease to exist, the “Stock Election Shares”); the “Exchange Ratio” and no Merger Consideration shall equal 0.6667;be delivered in exchange therefor.
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Conversion of Target Common Stock. At the Effective Time, each then outstanding share of Common Stock, no par value, of Target (the "Target Common Stock"), other than shares of Target Common Stock that are held by shareholders who have not voted such shares in favor of the merger, shall cease to be an existing and issued share and shall become and be converted into, by virtue of the Merger and without any action on the part of BuyerAcquiror, Acquiror Sub, Target or the holder thereof, that number of any shares of the following securities:
(a) Each share of common stock, $0.001 par value $1.00 per sharevalue, of Buyer Acquiror (the “Buyer "Acquiror Common Stock”") issued and outstanding immediately before equal to (i) the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
(b) All number of shares of common stockAcquiror Common Stock equal to (A) the number of shares of Acquiror Common Stock Equivalents (as defined below) divided by 0.8, par value $1.00 per share, minus (B) the number of Target issued and outstanding immediately before the Effective Time shares of Acquiror Common Stock Equivalents (the “Target Common Stock”"Merger Consideration"), divided by (ii) that are owned, directly or indirectly, by Target or Buyer (other than the number of shares of Target Common Stock held in trust accounts Equivalents (including grantor or rabbi trust accountsas defined below)), 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 . The ratio pursuant 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 which each share of Target Common Stock with respect to which an election to receive Buyer will be exchanged for one share of Acquiror Common Stock has been effectively made and not revoked or deemed revoked pursuant is hereinafter referred to Article II as the "Exchange Ratio". For the purposes of this Merger Agreement, the number of shares of Acquiror Common Stock Equivalents just prior to the Effective Time, shall be the sum of (a “A) the number of shares of Acquiror Common Stock Election”outstanding, (B) or with respect to the number of shares of Acquiror Common Stock into which the Exchange Agent has made an allocation then outstanding shares of Acquiror Preferred Stock could be converted if fully converted immediately prior to the right to receive Buyer Effective Time, and (C) the number of shares of Acquiror Common Stock under Section 1.5which could be obtained through the exercise or conversion of all other rights, that fraction option and convertible securities (whether or not exercisable or convertible) immediately prior to the Effective Time. For the purposes of a fully paid and nonassessable share this Agreement, the number of Buyer shares of Target Common Stock equal Equivalents just prior to the Exchange Ratio Effective Time, shall be the sum of (A) the “number of shares of Target Common Stock Consideration”outstanding and (B) the number of shares of Target Common Stock which could be obtained through the exercise or conversion of all other rights, option and convertible securities (collectively, whether or not exercisable or convertible) immediately prior to the “Stock Election Shares”); the “Exchange Ratio” shall equal 0.6667;Effective Time.
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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 0.01 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 0.66670.7748;
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