Conversion of the Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub I, the Company or the holders of any of the following securities: (a) Except as provided in Section 2.04(b) and Section 2.04(d), each Company Ordinary Share issued and outstanding immediately prior to the First Effective Time (the “Shares”) (excluding Dissenting Shares, but including Company Restricted Stock Rights) shall be canceled and shall, by virtue of the First Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive (subject to Section 2.05): (i) for each Share with respect to which an election to receive cash has been effectively made and not revoked (the “Cash Election Shares”), an amount equal to $12.50 in cash, without interest (the “Cash Consideration”); (ii) for each Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); and (iii) for each Share with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate representing such Shares as provided in Article III, in the case of certificated Shares, and automatically, in the case of Book-Entry Shares. All Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a Certificate representing Shares or Book-Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein. (b) Each Share that is owned by the Company as treasury stock or otherwise or by any Subsidiary of the Company immediately prior to the First Effective Time shall be surrendered for no consideration, canceled and cease to exist and no payment or distribution shall be made with respect thereto. (c) Each ordinary share of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving Company and shall constitute the only issued and outstanding shares in the share capital of the Surviving Company. (d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into the right to receive the Stock Consideration (the “Parent Merger Consideration”). (e) During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Article VIII, none of Parent, the Merger Subs or any other Subsidiary thereof shall acquire any Company Ordinary Shares.
Appears in 4 contracts
Samples: Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.)
Conversion of the Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of CF Corp, Parent, Merger Sub ISub, the Company or the holders of any of the following securities:
(a) Except as provided in Section 2.04(b) and Section 2.04(d), each share of Company Ordinary Share Common Stock issued and outstanding immediately prior to the First Effective Time (the “Shares”) (excluding Dissenting Shares, but including Appraisal Shares and Company Restricted Stock Rights) shall be canceled and shall, by virtue of the First Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive (subject to Section 2.05):
(i) for each Share with respect to which an election to receive cash has been effectively made and not revoked (the “Cash Election Shares”)receive, an amount equal to $12.50 in cash, without interest interest, $31.10 (the “Cash Consideration”);
(ii) for each Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); and
(iii) for each Share with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate representing such Shares as provided in Article III, in the case of certificated Shares, and automatically, in the case of Book-Entry Shares. All Shares, when so converted, shall no longer be outstanding and shall automatically be canceled retired and shall cease to exist, and each holder of a Certificate representing Shares or Book-Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein.
(b) Each Share that is owned by the Company as treasury stock or otherwise or by any Subsidiary of the Company and each Share owned by CF Corp, Parent, Merger Sub or any other Subsidiary of CF Corp immediately prior to the First Effective Time shall be surrendered for no consideration, canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto.
(c) Each ordinary share of common stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonassessable ordinary shareshare of common stock, par value $0.0001 0.01 per share, of the Surviving Company Corporation and shall constitute the only issued and outstanding shares in the share of capital stock of the Surviving CompanyCorporation.
(d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into the right to receive the Stock Consideration (the “Parent Merger Consideration”).
(e) During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Article VIII, none of Parent, the Merger Subs or any other Subsidiary thereof shall acquire any Company Ordinary Shares.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (CF Corp), Merger Agreement (Fidelity & Guaranty Life)
Conversion of the Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub ISub, the Company or the holders of any of the following securities:
(a) Except as provided in Section 2.04(b) and Section 2.04(d), each share of Company Ordinary Share Common Stock issued and outstanding immediately prior to the First Effective Time (the “Shares”) (excluding Dissenting any Appraisal Shares, but including Company Restricted Stock Rights) shall be canceled and shall, by virtue of the First Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive (subject to Section 2.05):
(i) for each Share with respect to which an election to receive cash has been effectively made and not revoked (the “Cash Election Shares”)amount, an amount equal to $12.50 in cash, without interest (the “Cash Consideration”);
(ii) for each Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”)interest, a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio 11.43 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); and
, (iiii) for each Share with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate representing such Shares as provided in Article III, in the case of certificated Shares, and (ii) automatically, in the case of Book-Entry Shares. All Shares, when so converted, shall no longer be outstanding and shall automatically be canceled retired and shall cease to exist, and each holder of a Certificate representing Shares or Book-Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein.
(b) Each Share that is owned by the Company as treasury stock or otherwise and each Share owned by Parent, Merger Sub or by any other Subsidiary of the Company Parent immediately prior to the First Effective Time shall be surrendered for no consideration, canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto.
(c) Each ordinary share of common stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonassessable ordinary shareshare of common stock, par value $0.0001 0.01 per share, of the Surviving Company Corporation and shall constitute the only issued and outstanding shares in the share of capital stock of the Surviving CompanyCorporation.
(d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into the right to receive the Stock Consideration (the “Parent Merger Consideration”).
(e) During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Article VIII, none of Parent, the Merger Subs or any other Subsidiary thereof shall acquire any Company Ordinary Shares.
Appears in 2 contracts
Samples: Merger Agreement (Vericity, Inc.), Merger Agreement (Vericity, Inc.)
Conversion of the Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub ISub, the Company or the holders of any of the following securities:
(a) Except as provided in Section 2.04(b) and Section 2.04(d1.4(b), each share of common stock, par value $0.01 per share of the Company Ordinary Share (“Company Common Stock”) issued and outstanding immediately prior to the First Effective Time (the “Shares”) (excluding Dissenting Appraisal Shares, but including Company Restricted Stock Rights) shall be canceled and shall, by virtue of the First Merger and without any action on the part of the holder thereof, shall be converted automatically into the right to receive receive, in cash without interest, $27.50 (subject to Section 2.05):
(i) for each Share with respect to which an election to receive cash has been effectively made and not revoked (the “Cash Election Shares”), an amount equal to $12.50 in cash, without interest (the “Cash Consideration”);
(ii) for each Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); and
(iii) for each Share with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate and/or Letter of Transmittal representing such Shares as provided in Article III, in the case of certificated Shares, and automatically, in the case of Book-Entry SharesII. All Shares, when so converted, shall no longer be outstanding and shall automatically be canceled retired and shall cease to exist, and each holder of a Certificate representing Shares or Book-Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein.
(b) Each Share that is owned by the Company as treasury stock and each Share owned by Parent, Merger Sub or otherwise or by any other Subsidiary of the Company Parent immediately prior to the First Effective Time shall be surrendered for no consideration, canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. Each Share owned by any wholly owned Subsidiary of the Company immediately prior to the Effective Time shall remain outstanding following the Effective Time and no Merger Consideration shall be payable with respect thereto.
(c) Each ordinary share of common stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonassessable ordinary shareshare of common stock, par value $0.0001 0.01 per share, of the Surviving Company Corporation and shall constitute the only issued and outstanding shares in the share of capital stock of the Surviving CompanyCorporation.
(d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into the right to receive the Stock Consideration (the “Parent Merger Consideration”).
(e) During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Article VIII, none of Parent, the Merger Subs or any other Subsidiary thereof shall acquire any Company Ordinary Shares.
Appears in 2 contracts
Samples: Merger Agreement (Railamerica Inc /De), Merger Agreement (Genesee & Wyoming Inc)
Conversion of the Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub ISub, the Company or the holders of any of the following securities:.
(a) Except as provided in Section 2.04(b) and Section 2.04(d1.4(b), each Company Ordinary Common Share issued and outstanding immediately prior to the First Effective Time (the “excluding Appraisal Shares”) (excluding Dissenting Shares, but including Company Restricted Stock Rights) shall be canceled and shall, shall by virtue of the First Merger and without any action on the part of the holder thereof, thereof be converted automatically into the right to receive (subject to Section 2.05):
(i) for each Share with respect to which an election to receive cash has been effectively made and not revoked (the “Cash Election Shares”), an amount equal to $12.50 4.40 in cash, without interest (the “Cash Consideration”);
(ii) for each Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent "Common Stock equal to the Exchange Ratio (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”"); and
(iii) for each Share with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate certificate representing such Shares as provided in Article IIIII. Each Series A Share issued and outstanding immediately prior to the Effective Time (excluding Appraisal Shares) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive $517.65 in cash, without interest (the "Series A Merger Consideration") upon surrender of the certificate representing such Shares as provided in Article II. Each Series B Share issued and outstanding immediately prior to the case Effective Time (excluding Appraisal Shares) shall be canceled and shall by virtue of certificated Sharesthe Merger and without any action on the part of the holder thereof be converted automatically into the right to receive $172.01 in cash, without interest (the "Series B Merger Consideration" and, together with the Common Merger Consideration and automaticallythe Series A Merger Consideration, the "Merger Consideration") upon surrender of the certificate representing such Shares as provided in the case of Book-Entry SharesArticle II. All such 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 Shares or Book-Entry such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein.
(b) Each Share that is owned by the Company (or any Subsidiary of the Company) as treasury stock or otherwise or and each Share owned by any Subsidiary of the Company immediately prior to the First Effective Time Parent shall be surrendered for no consideration, canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto.
(c) Each ordinary share of common stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonassessable ordinary shareshare of common stock, par value $0.0001 0.001 per share, of the Surviving Company Corporation and shall constitute the only issued and outstanding shares in the share of capital stock of the Surviving CompanyCorporation.
(d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into the right to receive the Stock Consideration (the “Parent Merger Consideration”).
(e) During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Article VIII, none of Parent, the Merger Subs or any other Subsidiary thereof shall acquire any Company Ordinary Shares.
Appears in 2 contracts
Samples: Merger Agreement (Smithkline Beecham Corp), Merger Agreement (Corixa Corp)
Conversion of the Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub ISub, the Company or the holders of any of the following securities:
(a) Except as provided in Section 2.04(b) and Section 2.04(d1.4(d), each share of Company Ordinary Share Common Stock issued and outstanding immediately prior to the First Effective Time (the “excluding Dissenter Shares”) (excluding Dissenting Shares, but including Company Restricted Stock Rights) shall be canceled and shall, shall by virtue of the First Merger and without any action on the part of the holder thereof, thereof be converted automatically into the right to receive (subject to Section 2.05):
(i) for each Share with respect to which an election to receive cash has been effectively made and not revoked (the “Cash Election Shares”), an amount equal to $12.50 11.50 in cash, without interest (the “Cash Consideration”);
(ii) for each Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); and
(iii) for each Share with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate certificate representing such Shares share of Company Common Stock or in adherence with the applicable procedures set forth in the letter of transmittal or equivalent document for uncertificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) as provided in Article III, in the case of certificated Shares, and automatically, in the case of Book-Entry SharesII. All Sharessuch shares of Company Common Stock, 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 Shares certificate or Book-Entry Shares theretofore representing such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares shares of Company Common Stock have been converted, as provided hereinherein or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.6.
(b) Each Share share of Company Common Stock that is owned by the Company (or any Subsidiary of the Company) as treasury stock or otherwise or and each share of Company Common Stock owned by any Subsidiary of the Company immediately prior to the First Effective Time Parent shall be surrendered for no consideration, canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto.
(c) Each ordinary share of Class A common stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonassessable ordinary shareshare of Class A common stock, no par value $0.0001 per share, of the Surviving Company Corporation. Each share of Class B common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of Class B common stock, no par value per share, of the Surviving Corporation. The shares of Class A common stock and the shares of Class B common stock shall constitute the only issued and outstanding shares in the share of capital stock of the Surviving CompanyCorporation.
(d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into the right to receive the Stock Consideration (the “Parent Merger Consideration”).
(e) During the period from If between the date of this Agreement until and the Closing Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or earlier termination a different class, solely by reason of this Agreement in accordance with Article VIIIany stock dividend, none subdivision, reclassification, recapitalization, split, reverse split, combination or exchange of Parentshares or any other similar transaction, the Merger Subs Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, reverse split, combination or exchange of shares or any other Subsidiary thereof shall acquire any similar transaction and to provide to the holders of Company Ordinary SharesCommon Stock the same economic effect as contemplated by this Agreement prior to such action.
Appears in 2 contracts
Samples: Merger Agreement (Sonicwall Inc), Merger Agreement (Sonicwall Inc)
Conversion of the Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub ISub, the Company or the holders of any of the following securities:
(a) Except as provided in Section 2.04(bEach share of preferred stock, par value $50.00 per share, of the Company ("Company Preferred Stock") and Section 2.04(d), each Company Ordinary Share issued and outstanding immediately prior to the First Effective Time (the “"Preferred Shares”") (excluding Dissenting Dissenter Shares) shall be deemed to be automatically converted, along with the aggregate accrued or accumulated and unpaid dividends thereon, into 100 shares of the common stock, par value $0.50 per share of the Company ("Company Common Stock") without any further action by the relevant holder of such Preferred Shares or the Company. All Preferred Shares, when so deemed converted, shall no longer be outstanding and shall automatically be retired and shall cease to exist, and each holder of a Certificate representing Preferred Shares (each, a "Preferred Certificate") or Book-Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable with respect to the Company Common Stock into which such Preferred Shares have been deemed converted (the "Converted Shares"), as provided in Section 1.4(b) hereof. From and after the Effective Time, (i) each Preferred Certificate (excluding a Preferred Certificate representing Dissenter Shares) shall be deemed to represent the number of Converted Shares into which the Preferred Shares represented by such Preferred Certificate have been deemed converted and (ii) all references to "Certificate" herein shall include any Preferred Certificate.
(b) Except as provided in Section 1.4(c), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including any Converted Shares, but including Company Restricted Stock Rightsexcluding Dissenters Shares) (the "Shares") shall be canceled and shall, by virtue of the First Merger and without any action on the part of the holder thereof, shall be converted automatically into the right to receive (subject to Section 2.05):
(i) for each Share with respect to which an election to receive receive, in cash has been effectively made and not revoked without interest, $25.00 (the “Cash Election Shares”), an amount equal to $12.50 in cash, without interest (the “Cash Consideration”);
(ii) for each Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration” and, together with the Cash Consideration, the “"Merger Consideration”"); and
(iii) for each Share with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate and/or Letter of Transmittal representing such Shares as provided in Article III, in the case of certificated Shares, and automatically, in the case of Book-Entry SharesII. All Shares, when so converted, shall no longer be outstanding and shall automatically be canceled retired and shall cease to exist, and each holder of a Certificate representing Shares (including a Preferred Certificate representing Converted Shares) or Book-Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein.
(bc) Each Share that is owned by the Company as treasury stock and each Share owned by Parent, Merger Sub or otherwise or by any other Subsidiary of the Company Parent immediately prior to the First Effective Time shall be surrendered for no consideration, canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. Each Share owned by any wholly owned Subsidiary of the Company immediately prior to the Effective Time shall remain outstanding following the Effective Time and no Merger Consideration shall be payable with respect thereto.
(cd) Each ordinary share of common stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonassessable ordinary shareshare of common stock, par value $0.0001 0.01 per share, of the Surviving Company Corporation and shall constitute the only issued and outstanding shares in the share of capital stock of the Surviving CompanyCorporation.
(d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into the right to receive the Stock Consideration (the “Parent Merger Consideration”).
(e) During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Article VIII, none of Parent, the Merger Subs or any other Subsidiary thereof shall acquire any Company Ordinary Shares.
Appears in 1 contract
Samples: Merger Agreement (Providence & Worcester Railroad Co/Ri/)
Conversion of the Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, U.S. Parent, Merger Sub ISub, the Company or the holders of any of the following securitiestheir respective securities holders:
(a) Except as provided in Section 2.04(b) and Section 2.04(d1.5(b), each Company Ordinary Share share of Common Stock issued and outstanding immediately prior to the First Effective Time (the “Shares”) (excluding Dissenting Appraisal Shares, but including Company Restricted Stock Rights) shall be canceled and shall, shall by virtue of the First Merger and without any action on the part of the holder thereof, thereof be converted automatically into the right to receive (subject to Section 2.05):
(i) for each Share with respect to which an election to receive cash has been effectively made and not revoked (the “Cash Election Shares”), an amount equal to $12.50 32.00 in cash, without interest (the “Cash Consideration”);
(ii) for each Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); and
(iii) for each Share with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate representing such Shares as provided in Article III, in the case of certificated Shares, and automatically, in the case of Book-Entry SharesARTICLE II. All such Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a Certificate formerly representing Shares or Book-Entry such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein.
(b) Each Share that is owned by the Company (or any Subsidiary of the Company) as treasury stock or otherwise and each Share owned, directly or indirectly, by any Subsidiary of the Company Parent immediately prior to the First Effective Time shall be surrendered for no consideration, canceled and cease to exist and no payment or distribution shall be made with respect thereto.
(c) Each ordinary share of common stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonassessable ordinary shareshare of common stock, par value $0.0001 0.01 per share, of the Surviving Company Corporation and shall constitute the only issued and outstanding shares in the share of capital stock of the Surviving CompanyCorporation.
(d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into the right to receive the Stock Consideration (the “Parent Merger Consideration”).
(e) During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Article VIII, none of Parent, the Merger Subs or any other Subsidiary thereof shall acquire any Company Ordinary Shares.
Appears in 1 contract
Conversion of the Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub ISub, the Company or the holders of any of the following securities:
(a) Except as provided in Section 2.04(b1.4(b) and or Section 2.04(d1.4(c), each share of Company Ordinary Share Common Stock issued and outstanding immediately prior to the First Effective Time (the “Shares”) (excluding Dissenting Appraisal Shares, but including Company Restricted Stock Rights) shall be canceled and shall, shall by virtue of the First Merger and without any action on the part of the holder thereof, thereof be converted automatically into the right to receive (subject to Section 2.05):
(i) for each Share with respect to which an election to receive cash has been effectively made and not revoked (the “Cash Election Shares”), an amount equal to $12.50 4.25 in cash, without interest (the “Cash Consideration”);
(ii) for each Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); and
(iii) for each Share with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate representing such Shares as provided in Article III, in the case of certificated Shares, and automatically, in the case of Book-Entry SharesII. All such 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 Shares or Book-Entry such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein.
(b) Each Share that is owned by the Company as treasury stock or otherwise or and each Share owned by any Subsidiary of the Company Parent immediately prior to the First Effective Time shall be surrendered for no consideration, canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto.
(c) Each ordinary Share that is owned by any Subsidiary of the Company or Parent immediately prior to the Effective Time shall remain outstanding.
(d) Each share of common stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonassessable ordinary shareshare of common stock, par value $0.0001 0.001 per share, of the Surviving Company Corporation and shall constitute the only issued and outstanding shares in the share of capital stock of the Surviving CompanyCorporation.
(d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into the right to receive the Stock Consideration (the “Parent Merger Consideration”).
(e) During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Article VIII, none of Parent, the Merger Subs or any other Subsidiary thereof shall acquire any Company Ordinary Shares.
Appears in 1 contract
Conversion of the Shares. At (a) As of the First Effective TimeClosing Date, by virtue of the First Merger and without any action on the part of ParentPurchaser, the Company, Merger Sub I, the Company or the holders of any shares of capital stock of the Company, the following securitiesshall occur:
(ai) Except as provided each Common Share held by the Company or by any direct or indirect Subsidiary of the Company, in Section 2.04(beach case, immediately prior to the Effective Time (“Treasury Shares”) shall be cancelled and Section 2.04(dretired and cease to exist, and no cash, securities or other property shall be payable in respect thereof;
(ii) each Common Share (including any Common Share issued in respect of the Options or the Warrants that become vested and exercised in connection with the Merger), each Company Ordinary Share other than Treasury Shares and Dissenting Shares (for so long as they remain Dissenting Shares), that is issued and outstanding immediately prior to the First Effective Time (the “Converted Company Shares”) (excluding Dissenting Shares), but including Company Restricted Stock Rights) shall be canceled and shall, by virtue of the First Merger and without any action on the part of the holder thereof, will be converted automatically into the right to receive (subject to Section 2.05):
(i) for each Share with respect to which an election to receive cash has been effectively made and not revoked its Allocated Merger Consideration (the “Cash Election Shares”), an amount equal to $12.50 in cash, without interest (the “Cash Consideration”);
(ii) for each Per Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); and
(iii) for each Share . Each Converted Company Share, when converted in accordance with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”this Section 1.2(a)(ii), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate representing such Shares as provided in Article III, in the case of certificated Shares, and automatically, in the case of Book-Entry Shares. All Shares, when so converted, shall will no longer be outstanding and shall outstanding, will automatically be canceled cancelled and shall will cease to exist, and each holder of a Certificate representing Shares or Book-Entry Shares shall the Stockholder owning such Converted Company Share will cease to have any rights with respect thereto, except to such Converted Company Share other than the right to receive the Per Share Merger Consideration into which such Shares have been converted, as provided herein.Consideration;
(biii) Each Share effective as of the Effective Time and in accordance with Section 5(c) thereof, each Warrant that is owned by the Company as treasury stock or otherwise or by any Subsidiary of the Company immediately prior to the First Effective Time shall be surrendered for no consideration, canceled and cease to exist and no payment or distribution shall be made with respect thereto.
(c) Each ordinary share of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall (the “Converted Company Warrants”) that in accordance with its terms and conditions, is or (in connection with a Post-Closing Payment) becomes exercisable for Common Shares shall, at the applicable time (if any), in lieu of such Common Shares be exercisable (in accordance with and subject to the terms and conditions specified therein) solely for cash in an amount (without interest) equal to its Allocated Merger Consideration. From and after the Effective Time each Warrant Holder owning such Converted Company Warrant will cease to have any rights with respect to such Converted Company Warrant other than the right to exercise such Warrant in accordance with the terms and conditions thereof to receive its Allocated Merger Consideration in respect thereof; and
(iv) effective as of the Effective Time, each unexercised in-the-money Option that in accordance with its terms and conditions is or may, in connection with a Post-Closing Payment, become vested as a result of the Contemplated Transactions (the “Converted Company Options” and together with the Converted Company Shares and Converted Company Warrants, the “Converted Equity Securities”) shall, at the applicable time (if any), be converted into and become one validly issued, fully paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving Company and shall constitute the only issued and outstanding shares in the share capital of the Surviving Company.
(d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into represent the right to receive its Allocated Merger Consideration; provided that the Stock payment of its Allocated Merger Consideration as described in this Section 1.2(a)(iv) shall be subject to Section 2.9. Each Converted Company Option, when converted in accordance with this Section 1.2(a)(iv), will no longer be outstanding, will automatically be cancelled and will cease to exist, and the Option Holder owning such Converted Company Option will cease to have any rights with respect to such Converted Company Option other than the right to receive its Allocated Merger Consideration in respect thereof.
(b) The aggregate merger consideration (as adjusted pursuant to Section 2.5, collectively, the “Merger Consideration”) shall be an aggregate amount equal to (i) Six Hundred Eighty Nine Million Two Hundred Thousand Dollars ($689,200,000), (ii) less the aggregate amount of Indebtedness as of the Closing Date in accordance with the Accounting Principles (the “Parent Merger ConsiderationClosing Date Indebtedness”), (iii) less Transaction Expenses unpaid as of the Closing Date in accordance with the Accounting Principles (“Closing Transaction Expenses”), (iv) less the aggregate amount of the Change of Control Payments, (v) less the aggregate amount of Closing Contingent Payment Amounts, (vi) less the aggregate Specified Shortfall as of the Closing (the “Aggregate Closing Specified Shortfall”), if any, (vii) less the Maintenance CapEx Shortfall, if any, (viii) less the JV Call Exercise Proceeds, if any, (ix) plus the amount of Cash as of the Closing Date in accordance with the Accounting Principles (“Closing Cash”), (x) plus, the Approved Acquisition Amount, (xi) plus, the Capital Expenditure Adjustment Amount, (xii) plus the Pre-Closing JV Buyout Amounts, if any, and (xiii) plus the Net Working Capital Adjustment, which may be a negative number.
(ec) During By virtue of the period Merger, from and after the date Effective Time (i) each holder of this Agreement until a Converted Company Share that has tendered to the Closing Paying Agent one or earlier termination of this Agreement more stock certificates representing such holder’s Converted Company Shares (each, a “Certificate”) in accordance with Article VIIISection 2.8, none of Parent, (ii) each Option Holder with respect to such Person’s Converted Company Options and (iii) each Warrant Holder with respect to such Person’s Converted Company Warrants shall be entitled to receive the Allocated Merger Subs or any other Subsidiary thereof shall acquire any Company Ordinary SharesConsideration for such Converted Equity Securities as is set forth in Section 1.2(a).
Appears in 1 contract
Samples: Merger Agreement (Davita Inc)
Conversion of the Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of AIG, Parent, Merger Sub ISub, the Company or the holders of any of the following securities:
(a) Except as provided in Section 2.04(b) and Section 2.04(d), each share of Company Ordinary Share Common Stock issued and outstanding immediately prior to the First Effective Time (the “Shares”) (excluding Dissenting Shares, but including Appraisal Shares and Company Restricted Stock Rights) shall be canceled cancelled and shall, by virtue of the First Merger and without any action on the part of the holder thereof, be converted automatically only into the right to receive (subject to Section 2.05):
(i) for each Share with respect to which an election to receive cash has been effectively made and not revoked (the “Cash Election Shares”)receive, an amount equal to $12.50 in cash, without interest interest, $26.80 (the “Cash Consideration”);
(ii) for each Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); and
(iii) for each Share with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate representing such Shares as provided in Article III, in the case of certificated Shares, and automatically, in the case of Book-Entry Shares. All Shares, when so converted, shall no longer be outstanding and shall automatically be canceled retired and shall cease to exist, and each holder of a Certificate representing Shares or Book-Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein.
(b) Each Share that is owned by the Company as treasury stock or otherwise and each Share owned by AIG, Parent or by any Subsidiary of the Company Merger Sub immediately prior to the First Effective Time shall be surrendered for no consideration, canceled cancelled and retired and cease to exist and no payment or distribution shall be made with respect thereto. Each Share owned by any Subsidiary of the Company and each Share owned by any Subsidiary of AIG other than Merger Sub immediately prior to the Effective Time (the “Converted Shares”) shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
(c) Each ordinary share of common stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonassessable ordinary shareshare of common stock, par value $0.0001 0.01 per share, of the Surviving Company and Corporation and, along with any Converted Shares, shall constitute the only issued and outstanding shares in the share of capital stock of the Surviving CompanyCorporation.
(d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into the right to receive the Stock Consideration (the “Parent Merger Consideration”).
(e) During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Article VIII, none of Parent, the Merger Subs or any other Subsidiary thereof shall acquire any Company Ordinary Shares.
Appears in 1 contract
Conversion of the Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub ISub, the Company or the holders of any of the following securities:
(a) Except as provided in Section 2.04(b2.5(b) and or Section 2.04(d2.5(c), each share of Company Ordinary Share Common Stock issued and outstanding immediately prior to the First Effective Time (excluding Appraisal Shares) (the “Shares”) (excluding Dissenting Shares, but including Company Restricted Stock Rights) shall be canceled and shall, shall by virtue of the First Merger and without any action on the part of the holder thereof, thereof be converted automatically into the right to receive (subject to Section 2.05):
(i) for each Share with respect to which an election to receive cash has been effectively made and not revoked (the “Cash Election Shares”), an amount equal to $12.50 the Offer Price in cash, without interest (the “Cash Consideration”);
(ii) for each Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); and
(iii) for each Share with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate representing such Shares as provided in Article III, in the case of certificated Shares, and automatically, in the case of Book-Entry Shares. All such 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 Shares or Book-Entry such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein.
(b) Each Share that is owned by the Company (or any Subsidiary of the Company) as treasury stock or otherwise and each Share owned by Parent or by any Subsidiary Merger Sub (whether as a result of the Company Offer or otherwise) immediately prior to the First Effective Time shall be surrendered for no consideration, canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto.
(c) Each ordinary share of common stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonassessable ordinary shareshare of common stock, par value $0.0001 0.01 per share, of the Surviving Company Corporation and shall constitute the only issued and outstanding shares in the share of capital stock of the Surviving CompanyCorporation.
(d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into the right to receive the Stock Consideration (the “Parent Merger Consideration”).
(e) During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Article VIII, none of Parent, the Merger Subs or any other Subsidiary thereof shall acquire any Company Ordinary Shares.
Appears in 1 contract
Samples: Merger Agreement (Webmethods Inc)
Conversion of the Shares. At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub ISub, the Company or the holders of any of the following securities:
(a) Except Upon the terms and subject to the conditions set forth in this Agreement and except as provided in Section 2.04(b) and Section 2.04(d1.4(d), each Company Ordinary Share share of Series A Preferred issued and outstanding immediately prior to the First Effective Time (the “excluding Dissenter Shares”) (excluding Dissenting Shares, but including Company Restricted Stock Rights) shall be canceled and shall, shall by virtue of the First Merger and without any action on the part of the holder thereof, thereof be converted automatically into the right to receive (subject to Section 2.05):
(i) for each Share with respect to which an election to receive cash has been effectively made and not revoked (the “Cash Election Shares”), an amount equal to $12.50 4.00 in cash, without interest (the “Cash Consideration”);
(ii) for each Share with respect to which an election to receive stock has been effectively made and not revoked (the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”); and
(iii) for each Share with respect to which no election to receive cash or stock has been effectively made (the “No Election Shares”), the Cash Consideration or Stock Consideration or a combination of both, as provided in Section 2.05, in each case, upon surrender of the Certificate certificate representing such Shares as provided in Article IIIshare of Series A Preferred or, in the case of certificated Shareslost, and automaticallystolen or destroyed certificates, upon delivery of an affidavit of loss (and, if required, the posting of a bond or delivery of an indemnity agreement), in the each case of Book-Entry Sharesas provided in Article II. All Sharessuch shares of Series A Preferred, 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 certificate theretofore representing Shares or Book-Entry Shares such shares of Series A Preferred shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares shares of Series A Preferred have been converted, as provided herein.
(b) Each Share Upon the terms and subject to the conditions set forth in this Agreement and except as provided in Section 1.4(d), each share of Series B Preferred issued and outstanding immediately prior to the Effective Time (excluding Dissenter Shares) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive the Liquidation Preference (as such term is defined in the Company’s certificate of designations, preferences and rights of Series B Preferred as in effect on the date of this Agreement) of such share of Series B Preferred, upon surrender of the certificate representing such share of Series B Preferred or, in the case of lost, stolen or destroyed certificates, upon delivery of an affidavit of loss (and, if required, the posting of a bond or delivery of an indemnity agreement), in each case as provided in Article II. All such shares of Series B Preferred, 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 theretofore representing such shares of Series B Preferred shall cease to have any rights with respect thereto, except the right to receive the Liquidation Preference into which such shares of Series B Preferred have been converted, as provided herein.
(c) Upon the terms and subject to the conditions set forth in this Agreement and except as provided in Section 1.4(d), each share of Common Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenter Shares) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive the Merger Consideration, upon surrender of the certificate representing such share of Common Stock or, in the case of lost, stolen or destroyed certificates, upon delivery of an affidavit of loss (and, if required, the posting of a bond or delivery of an indemnity agreement), in each case as provided in Article II. All such shares of Common Stock, 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 theretofore representing such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such shares of Common Stock have been converted, as provided herein.
(d) Upon the terms and subject to the conditions set forth in this Agreement, each share of Company Stock that is owned by the Company (or any Subsidiary of the Company) as treasury stock or otherwise and each share of Company Stock owned by Parent or by any Subsidiary of the Company Merger Sub, in each case immediately prior to the First Effective Time Time, shall be surrendered for no consideration, canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto.
(ce) Each ordinary share of common stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonassessable ordinary shareshare of common stock, par value $0.0001 0.01 per share, of the Surviving Company Corporation and shall constitute the only issued and outstanding shares in the share of capital stock of the Surviving CompanyCorporation.
(d) Each Company Ordinary Share owned by Parent, Merger Sub I, Merger Sub II or any other Subsidiary thereof shall be canceled and shall, by virtue of the First Merger and without any action the part of the holder thereof, be converted automatically into the right to receive the Stock Consideration (the “Parent Merger Consideration”).
(e) During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Article VIII, none of Parent, the Merger Subs or any other Subsidiary thereof shall acquire any Company Ordinary Shares.
Appears in 1 contract
Samples: Merger Agreement (Intraware Inc)