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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Pan Am Financial Corp), Merger Agreement (United Pan Am Financial Corp), Merger Agreement (United Pan Am Financial Corp)
Conversion of Target Common Stock. All of the Subject to Section 2.02(e), each issued and outstanding share of Target Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive 0.60 (the "Exchange Ratio") fully paid and nonassessable shares of Common Stockcommon stock, par value $0.01 per share share, of Target Parent ("Parent Common Stock") (the “Target Common Stock”"Merger Consideration"), issued and outstanding immediately prior to . As of 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 Time, all such shares of Target Common Stock, upon conversion, Stock shall no longer be outstanding and shall automatically be cancelled and retired canceled 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 Merger Consideration to be issued in consideration therefor upon the surrender of such certificate in accordance with Section 1.72.02, without interest.
Appears in 2 contracts
Samples: Merger Agreement (24/7 Media Inc), Merger Agreement (Exactis Com Inc)