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:
(a) each issued Company Share owned by the Company or any Subsidiary of the Company immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time (other than shares held for the account of clients, customers or other Persons) shall be canceled, and no payment shall be made with respect thereto;
(b) each Company Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 3.1(a) or Section 3.6 or as adjusted pursuant to Section 11.1(d)(iii), be converted into the following (collectively, the "MERGER CONSIDERATION"):
(i) for each such Company Share with respect to which an election to receive cash has been effectively made and not revoked or deemed converted into the right to receive the Stock Election Price pursuant to Section 3.3(b), or is deemed made pursuant to Section 3.3(d), as the case may be (each, a "CASH ELECTING COMPANY SHARE"), the right to receive an amount equal to $25.00 (the "CASH ELECTION PRICE") in cash without interest (the "CASH ELECTION CONSIDERATION"); and
(ii) for each other such Company Share, the right to receive 0.6657 of a share (the "EXCHANGE RATIO") of common stock, par value $1.00 per share ("PARENT STOCK"), of the Parent (the "STOCK ELECTION CONSIDERATION") as may be adjusted pursuant to Section 11.1(d)(iii).
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, by virtue of the Merger and without any action on the part of Parent, Buyer, the Company or the holder of any of the following securities:
(a) Any shares of capital stock of the Company which are held in the treasury of the Company shall be cancelled.
(b) All issued and outstanding shares of capital stock of Buyer shall be converted into and become One Hundred (100) issued and outstanding shares of common stock of the Surviving Corporation.
(c) Subject to Sections 1.1, 1.5, 2.1 and 2.2 of this Agreement, the Shares shall be converted into the right to receive a total of One Million Nine Hundred Fifty Thousand Dollars ($1,950,000.00) ("PURCHASE PRICE") for the Shares by delivery of: (i) Two Hundred Fifty Thousand Dollars ($250,000.00) in cash payable by wire transfer or delivery of other immediately available funds at the Closing by Buyer to the Escrow Agent, after Escrow Agent has received a stock certificate from Xxxx Xxxxxxxxx representing 100 shares of Company Common Stock, with the Escrow Agent being hereby instructed to deliver the funds on behalf of the Sole Stockholder to Xxxx Xxxxxxxxx; (ii) Three Hundred Thousand Dollars ($300,000.00) in cash payable by wire transfer or delivery of other immediately available funds at the Closing by the Buyer to the Sole Stockholder; (iii) the issuance to the Sole Stockholder at Closing of a subordinated promissory note in the principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00), in the form attached hereto as EXHIBIT A-1 (the "NOTE"), having a term of two (2) years and bearing simple interest at the rate of three percent (3%) per annum, and (iv) the issuance of One Million One Hundred Fifty Thousand Dollars ($1,150,000.00) worth of common stock of Parent, based upon a per share price of $3.00 per share (the "AIM Common Stock"), or Three Hundred Eighty-Three Thousand Three Hundred Thirty-Three (383,333) shares of AIM Common Stock, with One Hundred Ninety-One Thousand Six Hundred Sixty-Seven (191,667) of those shares to be distributed to the Sole Stockholder at Closing and the remaining One Hundred Ninety-One Thousand Six Hundred Sixty Six (191,666) shares to be held in escrow and distributed to the Sole Stockholder on the following schedule: (1) fifty percent (50%) of the escrowed shares shall be distributed to the Sole Stockholder on the first anniversary of the Closing Date and (2) the remaining fifty percent (50%) of the escrowed shares shall be distributed to the Sole Sto...
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, 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. (a) Issuance of Parent Shares. At the Closing, eight million (8,000,000) Parent Shares (subject to appropriate adjustment for any stock splits, reverse stock splits, reclassifications, or other similar events after the date of this Agreement) shall be issued by the Parent under this Agreement, as follows:
(1) No less than two million eight hundred thousand (2,800,000) Parent Shares and no more than four million six hundred thousand (4,600,000) Parent Shares shall be issued to Acorn, the holder of all of the Company Preferred Stock, such number of Parent Shares to be determined, subject to the foregoing minimum number and maximum number of Parent Shares, by dividing (A) the sum of (i) two million one hundred thousand dollars ($2,100,000), plus (ii) all accrued but unpaid dividends on the Company Preferred Stock through the Closing Date, by (B) the average closing price for the Parent Shares on the primary exchange, quotation system, or electronic bulletin board on which the Parent Shares are then trading for the ninety (90)-day period ending on the first anniversary of the Closing Date;
(2) Nine hundred thousand (900,000) Parent Shares shall be issued to Kidsdoc, Inc. ("Kidsdoc"), the holder of the Company's note payable to Kidsdoc in the principal amount of three hundred thousand dollars ($300,000) (the "Kidsdoc Note"), in complete satisfaction of the Company's obligation under the Kidsdoc Note (including accrued interest thereon);
(3) Four hundred thousand (400,000) Parent Shares which would otherwise be issued to the Company Shareholders other than Acorn shall, instead, be issued to the persons whose names are set forth on the attached Schedule 3(a)(3) (the "Schedule 3(a)(3) Persons") as a finder's fee payable to the Schedule 3(a)(3) Persons; and
(4) An amount equal to the excess of (a) eight million (8,000,000) Parent Shares, over (b) the sum of (i) the number of Parent Shares issued to Acorn pursuant to Section 3(a)(1), plus (ii) the number of Parent Shares issued to Kidsdoc pursuant to Section 3(a)(2), plus (iii) the number of Parent Shares issued to the Schedule 3(a)(3) Persons pursuant to Section 3(a)(3), shall be issued to the holders of the Company Common Stock, pro rata, based on the number of shares of Company Common Stock owned by such holders. For purposes of this Section 3(a)(4), the number of shares of Company Common Stock owned by such holders shall be determined as if all of the compensatory stock options referred to in this Agreement were...
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"):
(a) For each such Company Share other than shares as to which a Stock Election or Cash Election has been effectively made and not revoked or lost pursuant to Section 2.1.4, the right to receive cash and DHI Common Stock as specified herein below (the "Base Consideration"). Subject to Section 2.1.3(a)(vii), the Base Consideration shall be $4.09 in cash plus a fraction of a share of DHI Common Stock equal to the Base Exchange Ratio. The term "Base Exchange Ratio" means:
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
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.
(i) Each issued and outstanding Company Common Share held by a Company Shareholder shall be converted into and shall become, by virtue of the Merger and without any further action by the holder thereof, the right to receive the number of shares of Parent Common Stock determined by multiplying such Company Common Share by the Conversion Ratio. The “Conversion Ratio” shall be the number obtained by dividing (A) 162,044,407 by (B) the sum of (1) the shares of Company Common Stock outstanding immediately prior to the Effective Time, (2) the number of shares of Company Common Stock issuable upon conversion of the Company Preferred Stock outstanding immediately prior to the Effective Time, and (3) the number of shares of Company Common Stock issuable upon the exercise of Options, whether or not such Options are vested, outstanding immediately prior to the Effective Time (provided, that such number shall not include any such shares subject to Options that the Company terminates on or prior to the Effective Time under Section 2.9(a)(i)).
(ii) Each issued and outstanding Company Preferred Share held by a Company Shareholder shall be converted into and shall become, by virtue of the Merger and without any further action by the holder thereof, the right to receive the number of shares of Parent Series D Preferred Stock de...
Conversion of the Company Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, Seller or Principal, the Company Shares shall cease to be outstanding and shall be converted into the right to receive, in the aggregate, an amount initially equal to Thirteen Million Five Hundred Thousand Dollars ($13,500,000) which shall consist of the Equity Consideration and the Cash Consideration, it being understood that the Cash Consideration shall be subject to adjustment in accordance with Section 2.08 hereof (the Equity Consideration and the Cash Consideration (as it may be adjusted) are collectively referred to herein as the “Merger Consideration”).
