Conversion of the Shares. At the Effective Time, by virtue of the STFC Merger and without any action on the part of the parties or the holders of any of the following securities: (a) Each Eligible Share shall be converted automatically into the right to receive, an amount in cash, without interest, equal to $52.00 (the “Merger Consideration”), and shall be automatically cancelled and retired and 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 in accordance with the terms of this Agreement. (b) Each Share that is owned by XXX or by any of STFC’s Subsidiaries (collectively, the “XXX Owned Shares”) shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation. (c) Each Share that is owned by STFC as treasury shares or otherwise and each Share owned by LMHC or any of its Subsidiaries (collectively, the “Cancelled Shares”) shall be automatically cancelled and retired and cease to exist and no payment or distribution shall be made with respect thereto. (d) Each issued and outstanding common share of Merger Sub I shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (State Auto Financial CORP), Merger Agreement, Merger Agreement
Conversion of the Shares. At the Effective Time, by virtue of the STFC Merger and without any action on the part of Parent, Merger Sub, the parties Company or the holders of any of the following securities:
(a) Each Eligible Share Except as provided in Section 1.4(b), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (the "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, an amount receive $12.00 in cash, without interest, equal to $52.00 interest (the “"Merger Consideration”"), upon surrender of the certificate representing such Shares as provided in Article II. All such Shares, when so converted, shall no longer be outstanding and shall automatically be automatically cancelled canceled and retired and shall cease to exist, and each holder of a Certificate certificate theretofore representing Shares or Book-Entry such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms of this Agreementinto which such Shares have been converted, as provided herein.
(b) Each Share that is owned by XXX the Company (or by any of STFC’s Subsidiaries (collectively, the “XXX Owned Shares”) shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value, Subsidiary of the Surviving Corporation.
(cCompany) Each Share that is owned by STFC as treasury shares stock or otherwise and each Share owned by LMHC or any of its Subsidiaries (collectively, the “Cancelled Shares”) Parent shall be automatically cancelled -2- canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto.
(dc) Each share of common stock of Merger Sub issued and outstanding common share of Merger Sub I immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Manatron Inc)