Common use of Conversion of Target Common Stock Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vapor Corp.), Agreement and Plan of Merger (Vaporin, Inc.)

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Conversion of Target Common Stock. Each (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, including Time (other than any shares of Target Common Stock issued upon conversion of Target Preferred Stock to be canceled pursuant to Section 2.01(c1.6(a) (other than (i) or any shares of Target Common Stock to be cancelled and retired in accordance with which dissenters' rights have been exercised pursuant to Section 2.01(a1.6(g), and (ii) Dissenting Shares) will be converted automatically into the right to receive the Per Share Merger ConsiderationConsideration (as defined below).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Factual Data Corp)

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Conversion of Target Common Stock. Each (a) At the Effective Time, subject to Section 2.14, each share of common stock, no par value, of Target ("Target Common Stock Stock"), issued and outstanding immediately prior to the Effective Time, including Time (other than Dissenting Shares and any shares of Target Common Stock issued upon conversion of Target Preferred Stock to be canceled pursuant to Section 2.01(c) (other than (i) shares to be cancelled and retired in accordance with Section 2.01(a2.13), and (ii) Dissenting Shares) will be canceled and extinguished and converted automatically into the right to receive cash in an amount equal to $12.00 per share, as such amount may be adjusted pursuant to the Per Share provisions of Section 2.9 (the "Merger Consideration").

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Old Guard Group Inc)

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