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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Veramark Technologies Inc), Agreement and Plan of Merger (Clearlake Capital Partners Ii Lp), Agreement and Plan of Merger (Veramark Technologies Inc)
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)the Cancelled Shares, the Accepted Shares, and (ii) the Dissenting Shares, if any) will be converted into the right to receivereceive (subject to Section 4.02 and, in the case of Non-Tendered Target Restricted Stock Awards, Section 4.07(c)), 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 that have been converted into the right to receive the Merger Consideration will cease to exist, and, subject to Section 4.03, and 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 4.024.02 or, in the case of Non-Tendered Target Restricted Stock Awards, Section 4.07(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enernoc Inc), Agreement and Plan of Merger (World Energy Solutions, Inc.)