Effect of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or any holder of any securities of Parent, Merger Sub or the Company:
Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof:
(a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05 and Exhibit D, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of RW Common Stock set forth or determined as provided in Exhibit D (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired;
(b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and
(c) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, no par value, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Section 2.05, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.07.
Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof:
(a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired;
(b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and
(c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 of the BCA.
Effect of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any party or the holder of any of their securities:
Effect of the Merger on Capital Stock. EXCHANGE OF CERTIFICATES
Effect of the Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of the Acquirer or the Target or the holder of any capital stock of the Acquirer or the Target:
Effect of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company or Merger Sub:
(a) Shares of Merger Sub Stock. Each share of common stock, $1.00 par value, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $1.00 par value, of the Surviving Corporation.
Effect of the Merger on Capital Stock. Section 2.01
Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof:
(i) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, without interest, on surrender of the certificate evidencing those shares, the amount of cash and the number of whole and fractional shares of TMI Common Stock set forth or determined as provided in Schedule 2.04 (the "Merger Consideration"), (ii) cease to be outstanding and to exist, and (iii) be canceled and retired;
(ii) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and
(iii) each share of Newco Common Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Common Stock, par value $1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, without interest, the Merger Consideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.06.
Effect of the Merger on Capital Stock. Xx xx xxx Xffective Time, as a result of the Merger and without any action on the part of any holder thereof:
(1) all of the shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive, without interest, on surrender of the certificates evidencing those shares, the following, subject to reduction as set forth below in this PARAGRAPH (iv) (the "Acquisition Consideration"):
(a) Cash or other immediately available funds in the aggregate amount of Seven Million Seven Hundred and Seventy-Six Thousand Six Hundred and Thirty Two and 00/100 Dollars ($7,776,632); and
(b) Eight Hundred and Seven Thousand Eight Hundred and Twenty Eight (807,828) shares of Invatec Common Stock; and as further described on SCHEDULE I whereupon all such shares of Company Capital Stock shall cease to be outstanding and to exist, and shall be canceled and retired; PROVIDED HOWEVER, that the payments of cash or deliveries of Invatec Common Stock to be made by Invatec to the Subsidiary Minority Stockholders under the Minority Interest Purchase Agreements (collectively the "Minority Interest Payments") and with respect to the Employee Bonuses shall be made at the Closing by the Company by delivery by Invatec to the Company of sufficient cash (net of any amounts required under the Code to be withheld for tax purposes), and the Acquisition Consideration otherwise payable or deliverable to the Stockholders shall be reduced by such Employee Bonuses and Minority Interest Payments;
(2) each share of the Company's capital stock held in the treasury of the Company shall cease to be outstanding and to exist and shall be canceled and retired; and
(3) each share of common stock of Invatec Sub issued and outstanding immediately prior to the Effective Time will remain one share of common stock of the Surviving Company and such shares of common stock of the Surviving Company will constitute all the issued and outstanding common stock of the Surviving Company. Each Stockholder of the Company immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive such Stockholder's Pro Rata Share of the Acquisition Consideration payable or deliverable to the Stockholders.
