Conversion of Target Shares Sample Clauses

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: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion of the Merger Consideration (adjusted proportionately for any stock split, stock dividend, recapitalization, reclassification, or similar transaction that is effected by either Party, or for which a record date occurs). Such shares to be converted are sometimes referred to herein as the “Outstanding Target Shares.” Subject to adjustment as set forth below, each holder of Target Common Stock may elect to receive his or her portion of the Merger Consideration in the form of (i) cash in the amount of $30.00 per share of Target Common Stock, (ii) 1.2 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of not more than the Maximum Cash Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive Stock Consideration; (ii) if the total of elections to receive Cash Consideration does not exceed the Maximum Cash Consideration, holders of Target Common Stock that have elected to receive any portion of their Merger Consideration in cash shall receive a combination of Cash Consideration and Stock Consideration or all Cash Consideration if they have so elected without adjustment; and (iii) if elections to receive Cash Consideration exceed the Maximum Cash Consideration, (A) each holder of Target Common Stock and/or Target Warrants that has elected to rec...

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, (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. 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. 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: (a) Each share of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Target Common Stock outstanding immediately prior to the Effective Time, other than shares held by Target or with respect to which the holders thereof have perfected dissenters’ rights under Article 13 of the GBCC (the “Dissenting Shares”), shall automatically be converted at the Effective Time into the right to receive its pro rata portion of the Merger Consideration (adjusted proportionately for any stock split, stock dividend, recapitalization, reclassification, or similar transaction that is effected by either Party, or for which a record date occurs). Such shares to be converted are sometimes referred to herein as the “Outstanding Target Shares.” Each holder of Target Common Stock may elect to receive his or her portion of the Merger Consideration in the form of (i) cash in the amount of $63.00 per share of Target Common Stock, (ii) 2.10 shares of Purchaser Common Stock per share of Target Common Stock, or (iii) a combination of both. The relative proportions of a shareholder’s elected portion of the Merger Consideration represented by cash and shares of Purchaser Common Stock is subject to pro rata adjustment by the Exchange Agent to the extent necessary to effect the issuance of the proper amounts of Stock Consideration, subject to the following: (i) in the case of holders of Target Common Stock that fail to make a timely election or do not indicate an election, such holders shall receive their pro rata portion of Stock Consideration and Cash Consideration in the following order: a) any remaining available Stock Consideration in the event elections to receive Purchaser Common Stock does not exceed the aggregate number of shares of Stock Consideration, then b) Cash Consideration; (ii) if the total of elections to receive Purchaser Common Stock plus Purchaser Common Stock to be received by holders of Target Common Stock that fail to make a timely election does not exceed the aggregate amount of the Stock Consideration, only holders of Target Common Stock that have elected to receive a...

Conversion of Target Shares. At and as of the Effective Time: (A) each Target Share (other than any Dissenting Share or Acquiror-owned Share) shall be converted into the right to receive the following consideration (the "Merger Consideration"): (1) that number of Acquiror Shares equal to the lesser of (x) .3717 or (y) $4.5531 divided by the Average Price (such lesser number of Acquiror Shares being hereinafter referred to as the "Base Share Consideration"), plus (2) an amount in cash equal to the lesser of (x) $1.1150 or (y) the amount (if any) by which $4.5531 exceeds the Base Share Consideration multiplied by the Average Price (such lesser amount being hereinafter referred to as the "Cash Consideration"), plus (3) an additional number of Acquiror Shares (if a positive number) equal to (x) $4.5531 minus the Base Consideration (as defined below), divided by (y) the Average Price (such additional number of Acquiror Shares (if any) plus the Base Share Consideration being hereinafter referred to as the "Share Consideration"). "Base Consideration" means an amount equal to (x) the Base Share Consideration multiplied by the Average Price, plus (y) the Cash Consideration. At the Effective Time and without any action on the part of the holder, Target Shares held by such holder shall cease to be outstanding and shall constitute only the right to receive without interest, the Merger Consideration multiplied by the number of Target Shares held by such holder and cash in lieu of a fractional share.

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.

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"): (i) PURCHASER COMMON STOCK. Each issued and outstanding share of common stock, $.001 par value per share, of Merger Sub shall be converted into and become one (1) validly issued, fully paid and non-assessable share of common stock, $.001 par value per share, in the Surviving Company;

Conversion of Target Shares. At and as of the Effective Time, (A) Shares of Common Stock held in the treasury of Target immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (B) Each Target Share of each particular class shall be converted automatically and without any action on the part of the holder thereof into the following rights, subject to the subsequent provisions of this Section 2, and shall have no other rights: (1) the right to receive the applicable Fixed Merger Consideration per Target Share of such class set forth on Exhibit C attached hereto; and (2) the right to receive the applicable Contingent Merger Consideration per Target Share of such class set forth on Exhibit C attached hereto. (C) In the event that, subsequent to the Effective Time, any Target Stockholder causes any Target Share to become a Dissenting Share, the provisions of (B) above shall cease, ab initio, to apply to such Target Share and such Dissenting Share shall thereupon be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with the Delaware Corporation Law; provided, that if such Dissenting Share thereafter ceases to be a Dissenting Share, it shall thereupon be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration for such share, without interest thereon. No Common Stock or Preferred Stock 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.