Conversion of Target Shares. At and as of the Effective Time, --------------------------- (A) each issued and outstanding Target Share (other than any Purchaser- owned Shares) shall be converted into the right to receive the Per Share Merger Consideration, and all such Target Shares shall no longer be outstanding, shall be canceled and retired, shall cease to exist, and each holder of a certificate representing any such Target Shares shall thereafter cease to have any rights with respect to such Target Shares, except the right to receive the Per Share Merger Consideration for such Target Shares upon the surrender of such certificate in accordance with Section 2(e) below, and (B) each Purchaser-owned Share and each Target Share held in the treasury of the Target or by any Subsidiary of the Target shall be canceled without payment therefor; provided, however, that the Per ----------------- Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(d)(v) after the Effective Time. As used herein, the term "Per Share Merger Consideration" shall mean ------------------------------ that number of Purchaser Shares determined by applying to each Target Share an exchange ratio (the "Exchange Ratio") determined as follows: the Exchange -------------- Ratio shall be the quotient of $12.00 divided by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. Notwithstanding anything in this Section 2(d)(v), no fractional Purchaser Shares shall be issued to holders of Target Shares. In lieu thereof, each holder of shares of Target Shares who would otherwise have been entitled to receive a fraction of a Purchaser Share (after taking into account all certificates delivered by such holder at any one time) shall receive an amount in cash equal to such fraction of a Purchaser Share, multiplied by the Weighted Average Sales Price of a Purchaser Share as of the Closing Date. "Weighted Average ---------------- Sales Price of a Purchaser Share" means the volume-weighted average sales -------------------------------- price per Purchaser Share as reported by Bloomberg Information Systems, Inc. during a period consisting of the third Nasdaq trading day prior to the date as of which the Weighted Average Sales Price of a Purchaser Share is being determined and the nineteen (19) consecutive...
Conversion of Target Shares. At and as of the Effective Time:
Conversion of Target Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the shareholders of Target ("Target Shareholders"):
Conversion of Target Shares. Each of the Target Shares shall be converted into the right to receive three and forty-four one-hundredths (3.44) newly issued Parent Shares (the "Exchange Ratio"). All such Target Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Target Share shall cease to have any rights with respect thereto, except the right to receive the Parent Shares therefor upon the surrender of such certificate in accordance with Section 1.2(b) hereof, without interest or dividends.
Conversion of Target Shares. At and as of the Effective Time,
Conversion of Target Shares. At and as of the Effective Time, (A) the Target Stockholders (other than any Dissenting Share or Buyer-owned Share) shall have the right to receive 1 Preferred Share ("Conversion Ratio") for each four (4) Target Shares (the "Merger Consideration"), (B) each Dissenting Share shall be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with the provisions of the Ohio General Corporation Law, and (C) each Buyer-owned Share shall be cancelled; provided, however, that the Merger Consideration shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split, or other change in the number of Target Shares outstanding. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section2(d)(v) after the Effective Time. No fractional Preferred Shares shall be issued and, in lieu thereof, cash shall be paid to such Target Stockholders at the rate of $5.00 per Target Share.
Conversion of Target Shares. At and as of the Effective Time, each Target Share shall be converted into the right to receive (a) 49.453119 immediately distributable Buyer Shares and (b) additional 2.5 Buyer Shares that shall be held in escrow and that shall be distributable solely pursuant to the provisions of Section 8(b) hereof (the ratio of 51.953119 Buyer Shares to one (1) Target Share is referred to herein as the " Conversion Ratio "). No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2(d)(v) after the Effective Time.
Conversion of Target Shares. Subject to the provisions of this Article 3, at the Effective Time, by virtue of the Company Merger and without any action on the part of Purchaser, Target, or the shareholders of either of the foregoing, the shares of the constituent corporations shall be converted as follows:
Conversion of Target Shares. At and as of the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, Target or Stockholder, each Target Share that consists of preferred stock of Target shall automatically be converted into 1.28474053 of a share of Acquiror Shares, and each Target Share that consists of common stock of Target shall automatically be converted into 1.13552971 of a share of Acquiror Shares (together, the “Merger Consideration”). Each Target Share that is directly owned by Acquiror or Shareholder immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Conversion of Target Shares. At and as of the Effective Time, (A) each Target Share shall be converted into the right to receive an estimated 12,905 shares of Common Stock of the Buyer (the ratio of 12,905 shares of Buyer Common Stock to one Target Share is referred to herein as the "CONVERSION RATIO"), and (B) each converted Target share shall be canceled by the Buyer; PROVIDED, however, that the Conversion Ratio shall be subject to equitable adjustment in the event of any additional pre-merger issuance of common stock, or a stock split, stock dividend, reverse stock split, or other change in the number of Target or Buyer Shares outstanding prior to closing. No Target Share shall be deemed to be outstanding or to have any rights other than those set forth above in this ss.2(d)(v) after the Effective Time. It is understood that the above conversion ratio is merely an estimate based on the estimated number of shares anticipated to be outstanding on the closing date after taking into account all possible dilution from any new stock issuance, convertible security, option, warrant, or any other instrument or contract (excluding this merger agreement) that is convertible into, or could result in the issuance of addition common stock of the Buyer. It is the express intent of the parties that EXISTING TARGET SHAREHOLDERS shall own immediately after the closing date 75% (seventy-five) of the outstanding common stock of the Buyer after taking into account all possible dilution from any pre-merger stock issuance, convertible security, option, warrant, right, or any other instrument or contract (excluding this merger agreement) that is convertible into, or could result in the issuance of, additional common stock of the Buyer; and the estimated "Conversion Ratio" stated above shall be adjusted, if necessary, to effectuate that express intent. It is the express intent of the parties that EXISTING BUYER SHAREHOLDERS shall own immediately after the closing date 25% (twenty-five) of the outstanding common stock of the Buyer after taking into account all possible dilution from any pre-merger stock issuance, convertible security, option, warrant, right, or any other instrument or contract (excluding this merger agreement) that is convertible into, or could result in the issuance of, additional common stock of the Buyer; and the estimated "Conversion Ratio" stated above shall be adjusted, if necessary, to effectuate that express intent.
