Conversion of the Company Stock. Subject to other provisions of this Article 2:
Conversion of the Company Stock. Each share of common stock, par value $1.00 per share, of the Company (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time (including fractional 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 a number of shares of AlliedSignal Common Stock determined as follows: (a)
Conversion of the Company Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Mergersub, the Company or their respective stockholders, each share of the capital stock of the Company issued and outstanding immediately prior to the Effective Time (the "Company Stock") shall be canceled and converted automatically into the right to receive the types and amounts of consideration as set forth opposite each Stockholder's name on Schedule 1.3 ------------ attached hereto. All undeclared or unpaid dividends on the capital stock of the Company immediately prior to the Effective Time shall be cancelled at the Effective Time. All the Company stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled and no consideration of any kind shall be delivered in exchange therefor under this Agreement.
Conversion of the Company Stock. (i) With respect to each Electing Stockholder, all shares of Company Stock issued and outstanding immediately prior to the Effective Time owned by such Electing Stockholder shall be automatically canceled, retired and converted into the right to receive, in the aggregate:
Conversion of the Company Stock. Subject to and in accordance with Sections 2.6 and 2.10 hereof, (i) each share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as hereinafter defined) or any shares of Common Stock to be cancelled pursuant to Section 2.8(b)) shall be cancelled and extinguished and be converted into the right, upon the surrender of the certificate representing such Common Stock, to receive the per share amount set forth on the Payment Schedule without any interest thereon, plus the Applicable Escrow Remainder, if any, upon termination of the Escrow Agreement; (ii) each share of the Company’s Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as hereinafter defined) or any shares of Series A Preferred Stock to be cancelled pursuant to Section 2.8(b)) shall be cancelled and extinguished and be converted into the right, upon the surrender of the certificate representing such Series A Preferred Stock, to receive the per share amount set forth on the Payment Schedule without any interest thereon, plus the Applicable Escrow Remainder, if any, upon termination of the Escrow Agreement; (iii) each share of the Company’s Series B Preferred Stock, $0.001 par value per share (the “Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as hereinafter defined) or any shares of Series B Preferred Stock to be cancelled pursuant to Section 2.8(b)) shall be cancelled and extinguished and be converted into the right, upon the surrender of the certificate representing such Series B Preferred Stock, to receive the per share amount set forth on the Payment Schedule without any interest thereon, plus the Applicable Escrow Remainder, if any, upon termination of the Escrow Agreement; and (iv) each share of the Company’s Series C Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as hereinafter defined) or any shares of Series C Preferred Stock to be cancelled pursuant to Section 2.8(b)) shall be cancelled and extinguished and be converted into the right, upon the surrender of the certificate representing such Series C Preferred Stock, to receive the per share amo...
Conversion of the Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, the shares of the capital stock of the Company shall be treated as follows:
Conversion of the Company Stock. (a) At the Company Effective Time, each share of the common stock, $.01 par value per share, of Merger Grandsub outstanding immediately prior to the Company Effective Time shall be converted into and become one fully paid and non-assessable share of capital stock, without par value, of the Surviving Corporation. (b) At the Company Effective Time, each share of the capital stock, without par value (the "Company Common Stock"), of the Company issued and outstanding immediately prior to the Company Effective Time (other than shares of Company Common Stock (i) held in the Company's treasury or (ii) owned by Parent, 4 11 Merger Grandsub, Barnxxxxx Xxxviving Corporation or any other wholly owned Subsidiary of Parent or the Company) shall, by virtue of the Company Merger and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Company Exchange Ratio. (c) As a result of the Company Merger and without any action on the part of the holder thereof, each share of the Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate (a "Company Certificate") representing any shares of the Company Common Stock shall thereafter cease to have any rights with respect to such shares of the Company Common Stock, except the right to receive, without interest, Parent Common Stock and cash for fractional shares of Parent Common Stock in accordance with Sections 4.3(b) and 4.4(e) upon the surrender of such Company Certificate. (d) Each share of the Company Common Stock issued and held in the Company's treasury, and each share of the Company Common Stock owned by Parent, Merger Grandsub, Barnxxxxx Xxxviving Corporation or any other wholly owned Subsidiary of Parent or the Company (other than shares issued pursuant to Section 4.3(a)), shall, at the Company Effective Time and, by virtue of the Company Merger, cease to be outstanding and shall, be canceled and retired without payment of any consideration therefor and no stock of Parent or other consideration shall be delivered in exchange therefor. (e) (i) At the Company Effective Time, all options (individually, a "Company Option" and collectively, the "Company Options") then outstanding under the Company's 1987 Incentive Stock Option Plan (the "1987 Plan"), 1993 Stock Incentive Option Plan (the "1993 Plan") and the Stock Option Agreement, dated August 11, 1995,...
Conversion of the Company Stock. (a) At the Company Effective ------------------------------- Time, each share of the common stock, $.01 par value per share, of Merger Grandsub outstanding immediately prior to the Company Effective Time shall be converted into and become one fully paid and non-assessable share of capital stock, without par value, of the Surviving Corporation.
