Conversion or Cancellation of Shares. The manner of converting or canceling shares of Company and Sub in the Merger shall be as follows:
(a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Sub or any other subsidiary of Parent (collectively, the "Parent Companies") or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 92A.380 of the GCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash equal to $16.00 or such greater amount which may be paid pursuant to the Offer (the "Merger Consideration"). All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 4.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Sections 92A.300 et seq. of the GCL.
(b) At the Effective Time, each Share issued and outstanding at the Effective Time and owned by any of the Parent Companies, and each Share issued and held in Company's treasury at the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired without payment of any consideration therefor and shall cease to exist.
(c) At the Effective Time, each share of Common Stock, par value $0.25 per share, of Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Sub or the holders of such shares, be converted into one Share.
Conversion or Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any shareholder:
Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company and Merger Sub in the Merger shall be as follows:
Conversion or Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any stockholder:
Conversion or Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action of the part of Merger Sub or the Company or the holder of any shares of Company Common Stock or any shares of common stock of Merger Sub:
(a) each Share outstanding immediately prior to the Effective Time shall(except as otherwise provided in paragraph (b) of this Section 1.2 or as provided in Section 1.4 hereof with respect to Shares as to which dissenters' rights have been exercised) be converted into the right to receive from the Surviving Corporation $ 23.00 per Share, in cash, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing the Share as provided in Section 1.3;
(b) each Share owned by Merger Sub or the Company or any other direct or indirect Subsidiary of Merger Sub or the Company immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and
(c) each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock") with the same rights, powers and privileges as the shares so converted.
Conversion or Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of CAC Common Stock:
Conversion or Cancellation of Shares. 8 (a) Conversion of Shares; Merger Consideration . . . . . . . . . . . . . . . . 8 (b)
Conversion or Cancellation of Shares. The manner of converting or canceling shares of the Company in the Merger shall be as follows:
(a) At the Effective Time, each Share of the Common Stock of the Company issued and outstanding immediately prior to the Effective Time (other than Shares owned by Purchaser or any other direct or indirect subsidiary of Purchaser (collectively, the "Purchaser Companies") or Shares that are owned by the Company or any direct or indirect subsidiary of the Company or Shares ("Dissenting Shares") which are held by stockholders ("Dissenting Stockholders") properly exercising appraisal rights pursuant to Art. 5.11 and 5.12 of the TBCA, if applicable (collectively, "Excluded 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, without interest, an amount in cash (the "Merger Consideration") equal to $19.50 or such greater amount which may be paid pursuant to the Offer. At the Effective Time, all Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares (other than Excluded Shares) shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Art. 5.12
Conversion or Cancellation of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any shareholder:
(a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Exception Shares (which shares shall be cancelled and shall cease to exist with no payment being made with respect thereto) and Dissenting Shares (which shares shall be treated in accordance with Section 3.04) shall be converted into and constitute the right to receive cash in an amount equal to $35.00, without interest (the "Per Share Consideration"). At the Effective Time, all shares of Company Common Stock that have been converted into the right to receive the Per Share Consideration as provided in this Section 3.01(a) shall no longer be outstanding and shall be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented such shares of Company Common Stock (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive (i) the Per Share Consideration and (ii) any dividends with respect to Company Common Stock with a record date prior to the Effective Time but unpaid as of the Effective Time.
(b) Each issued and outstanding share of Merger Sub Common Stock shall be converted into one fully paid and nonassessable share of common stock, without par value, of the Surviving Corporation.
Conversion or Cancellation of Shares. 10 3.02 Exchange of Certificates; Paying Agent . . . . . . . . . . . . . . 10 3.03
