Conversion of the Company Shares. At the Effective Time by virtue of the Merger and without any action on the part of any holder of shares of capital stock of the Company or Parent:
Conversion of the Company Shares. Each Share issued and outstanding as of the Effective Time (other than any Shares (i) held by the Acquiring Companies, (ii) held by any wholly-owned Subsidiary of the Acquiring Companies, (iii) in the treasury of the Company or (iv) held by any wholly-owned Subsidiary of the Company, which Shares, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and shall cease to exist with no payment being made with respect thereto, and other than Dissenting Shares) shall automatically be converted into the right to receive US$18.50 in cash (the "Per Share Merger Consideration"). The aggregate amount of the Per Share Merger Consideration in respect of all Shares entitled thereto, and the aggregate amount payable to holders of Stock Options pursuant to Section 1.10, are collectively referred to as the "Merger Consideration."
Conversion of the Company Shares. At the Effective Time, each Company Share (other than the Company Shares to be canceled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Per Share Amount (the "Merger Consideration"). Upon such conversion, all such Company Shares shall be canceled and cease to exist, and each holder thereof shall cease to have any rights with respect thereto other than the right to receive the Merger Consideration paid in exchange therefor in accordance with the terms provided herein.
Conversion of the Company Shares. At the Effective Time, each Company Share (as shown in the box on the second page of this Letter of Transmittal) issued and outstanding immediately prior to the Effective Time, and held by a Company Stockholder (other than any holder of Dissenting Shares), ceased to be outstanding, was cancelled and ceased to exist, and each such Company Share, whether represented by Certificate or a Book-Entry Share, was automatically converted into the right to receive the Per Share Amount, and any other amounts payable in respect of such Company Share pursuant to the terms and conditions of the Merger Agreement.
Conversion of the Company Shares. At the Effective Time, subject to the provisions of this Agreement, each Company Share issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to SECTION 2.1.2 and Dissenting Shares) shall be converted into the following (the "Merger Consideration"):
Conversion of the Company Shares. At the Effective Time, each Company Share (other than the Company Shares to be canceled in accordance with Section 2.1.2.), issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the number of shares of DRHI Common Stock determined in accordance with this Section 2.1.3. (the "Exchange Ratio").
Conversion of the Company Shares. As a result of the Merger and without any action by the holders thereof, all of the shares of Company Common Stock issued and outstanding immediately prior to the Merger and all rights in respect thereof, shall be converted into that number shares of Purchaser Common Stock having a market value of $175,000.00, or such other amount as the Purchaser and Stockholder shall mutually agree to in writing at or prior to the Closing (the "Conversion Amount"). As a result of such conversion, the Stockholder will receive the number of shares of Purchaser Common Stock to be issued pursuant to the Merger, rounded to the nearest whole share. In order to effect such conversion, (i) the Stockholder will deliver to the Purchaser at the Closing certificates in due and proper form representing the shares of Company Common Stock owned by such Stockholder, duly endorsed or accompanied by duly executed stock powers, and (ii) the Purchaser shall deliver to the Stockholder a certificate, in due and proper form, representing the number of shares of Purchaser Common Stock to which such Stockholder is entitled. Each share of Purchaser Common Stock issued pursuant to the Merger shall be fully paid and non-assessable. For purposes of the foregoing, the market value of the Purchaser Common Stock shall equal the average of the closing prices reported by Commodity Systems, Inc. in Yahoo! Finance/Historical Quotes for each of the fifteen (15) consecutive trading days ended and including Tuesday, May 11, 1999.
Conversion of the Company Shares. Subject to the provisions of this Section 2.1 and Section 2.3, each share of common stock, $0.01 par value, of the Company (each a "Company Share" and collectively the "Company Shares") issued and outstanding immediately prior to the Effective Time (but not including any Dissenting Shares (as defined below) and any Company Shares that are owned by (i) Parent, Sub or any other direct or indirect Subsidiary of Parent or (ii) by the Company (the "Excluded Company Shares")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive (i) $20.00 in cash (the "Cash Consideration"), (ii) 0.3226 (the "Exchange Ratio") of a Parent Common Share (the "Share Consideration" and, together with the Cash Consideration, the "Merger Consideration") and (iii), in the event the Effective Time does not occur on or before the record date for the regular quarterly dividend on Parent Common Shares payable in December 2001 (the "December 2001 Dividend") and/or March 2002 (the "March 2002 Dividend"), as the case may be, and such failure was not the result of a failure by the Company to perform or observe in any material respect any of its obligations under this Agreement, an amount in cash equal to the December 2001 Dividend and/or the March 2002 Dividend, as the case may be, payable in respect of a Parent Common Share multiplied by the Exchange Ratio (which sum shall be part of the Cash Consideration). "Parent
Conversion of the Company Shares. 2 Section 2.1 EFFECT ON CAPITAL STOCK.............................. 2 Section 2.2 DEPOSIT; EXCHANGE OF CERTIFICATES.................... 3 Section 2.3
Conversion of the Company Shares. Subject to Sections 1.3(e), 2.2, 2.3 and 2.5, Company Shareholders shall be entitled to receive an aggregate of up to 7,596,168 shares of Parent Common Stock and an aggregate of up to 7,498,814 shares of Parent Series D Preferred Stock (collectively, the “Share Consideration”), pro rata among the holders of the respective applicable classes of Capital Stock of the Company in accordance with the provisions of clauses (b)(i) and (b)(ii) below. The Share Consideration which each such holder shall be entitled to receive shall be set forth opposite each such holder’s name on the Closing Consideration Certificate. To the extent that there is any discrepancy between any amount set forth on the Closing Consideration Certificate and any amount that might be determinable pursuant to the Conversion Ratio formulas set forth in this Section 2.1(b), the Closing Consideration Certificate shall control. The Share Consideration shall be subject to reduction based on negative Net Working Capital (including reductions for Company Transaction Expenses), if any, in accordance with Section 2.2 and the Escrow Amount in accordance with Section 8.1 and the Escrow Agreement.
