Conversion or Cancellation of Shares in the Merger. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, the shares of the Constituent Corporations shall be converted or cancelled, as the case may be, in the following manner:
(a) Each Share shall be converted into the right to receive, without interest thereon, from Buyer forty-seven dollars and no cents ($47.00) in cash (the "Merger Consideration").
(b) Each share of common stock, no par value, of Buyer Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding and be converted into one share of common stock, no par value, of the Surviving Corporation ("Surviving Corporation Common Stock").
Conversion or Cancellation of Shares in the Merger. (a) At the Effective Time, each share of the Common Stock, $.01 par value, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable Share.
(b) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the Company's treasury or owned by Parent, Parent Sub, Merger Sub or any other wholly owned Subsidiary of Parent or the Company or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 262 of the 6 8 DGCL) 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 $61.00 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.
(c) Each Share issued and held in the Company's treasury, and each Share owned by Parent, Parent Sub, Merger Sub or any other wholly owned Subsidiary (as hereinafter defined) of Parent or the Company, shall, at the Effective Time and, by virtue of the Merger, cease to be outstanding and shall, be canceled and retired without payment of any consideration therefor.
Conversion or Cancellation of Shares in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any Shares or other capital stock of the Company or the holders of any capital stock of Purchaser:
Conversion or Cancellation of Shares in the Merger. At the Effective time, by virtue of the Merger and without any action on the part of Parent, Newco, the Company, the Surviving Corporation or the holders of Outstanding Shares (defined in Section 4.2):
Conversion or Cancellation of Shares in the Merger. Section 2.1 Conversion (or Cancellation) of Shares. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:
(a) Except as otherwise provided in Section 2.1(b) and Section 2.4, each share of Common Stock issued and outstanding immediately prior to the Effective Time (the "Shares") shall be canceled and shall be converted automatically into the right to receive an amount equal to $13.15 in cash, without interest (the "Merger Consideration"), payable to the holder thereof upon surrender of the certificate formerly representing such share of Common Stock in the manner provided in Section 2.2.
Conversion or Cancellation of Shares in the Merger. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, the shares of the Constituent Corporations shall be converted or canceled, as the case may be, in the following manner:
(a) Each Share (other than shares of Company Common Stock held in treasury) shall be converted into the right to receive from the Purchaser Nine Dollars ($9.00) in cash (the "Merger Consideration").
(b) Each share of Common Stock, no par value per share, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding and be converted into one share of Surviving Corporation Common Stock.
(c) At the Effective Time, each share of Company Common Stock, if any, held in treasury immediately prior to the Effective Time shall be canceled and retired and no payment shall be made with respect thereto.
Conversion or Cancellation of Shares in the Merger. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, the shares of the Constituent Corporations shall be converted or canceled, as the case may be, in the following manner:
Conversion or Cancellation of Shares in the Merger. On the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, the shares
(a) Each outstanding share of Buyer Sub's Class B Nonvoting Common Stock, $.01 par value per share (the "Nonvoting Common Shares"), shall be converted into the right to receive 2,515.6657 Trust Common Shares from the Trust (the "Nonvoting Common Consideration").
(b) Each outstanding share of Buyer Sub's Class A Voting Common Stock, $.01 par value per share (the "Voting Common Shares"), shall be converted into the right to receive 6.4516 Trust Common Shares from the Trust (the "Voting Common Consideration" and together with the Nonvoting Common Consideration, the "Merger Shares").
(c) Each outstanding share of Buyer Sub's Nonvoting Preferred Stock, $.01 par value per share (the "Preferred Shares"), shall be converted into the right to receive $100.00 in cash or by check from the Trust.
(d) At the Effective Time, any share of stock of Buyer Sub held in treasury immediately prior to the Effective Time shall be canceled and retired and no consideration shall be delivered with respect thereto.
Conversion or Cancellation of Shares in the Merger. 4.1 At the Effective Time, all shares of common stock of the Company issued and outstanding immediately prior to the Effective Time shall be exchanged for validly issued, fully paid and nonassessable shares of the Purchaser.
Conversion or Cancellation of Shares in the Merger
