Effect on Capital Stock; Merger Consideration. At the Effective Time, by virtue of the Merger:
Effect on Capital Stock; Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock:
(a) Cancellation of Treasury Stock and Parent-Owned Stock, Etc. All shares of Company Common Stock that are owned by Company as treasury stock or otherwise and all shares of Company Common Stock that are owned by Parent or Merger Subsidiary shall be canceled and retired and shall cease to exist and no cash or other consideration shall be delivered in exchange therefor.
Effect on Capital Stock; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of any of the following securities:
Effect on Capital Stock; Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock that are 12 16 100% owned or held directly or indirectly by the Parent or the Company, which shall be canceled as provided in Section 2.8(c), and Dissenting Shares) shall be converted into the right to receive, subject to the provisions of Article II, without interest, an amount in cash equal to $19.00 (such amount, as it may be adjusted in accordance with this Section 2.8(a), the "Merger Consideration"); provided, however, that (i) if Target Tangible Net Worth exceeds Closing Tangible Net Worth by an amount greater than $1 million, the Merger Consideration shall be decreased by an amount equal to the quotient obtained by dividing (A) the amount of such excess above $1 million by (B) the Number of Shares and Options Outstanding and (ii) if the Closing Tangible Net Worth exceeds Target Tangible Net Worth by an amount greater than $1 million, the Merger Consideration shall be increased by an amount equal to the quotient obtained by dividing (A) the amount of such excess above $ 1 million by (B) the Number of Shares and Options Outstanding.
(b) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Stock shall cease to be outstanding and shall be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive the applicable Merger Consideration, other than with respect to Company Common Stock to be canceled in accordance with Section 2.8(c) and Dissenting Shares, in accordance with Article II upon the surrender of such Certificate.
(c) Each share of Company Common Stock issued that is 100% owned or held directly or indirectly by the Parent or the Company at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and no payment or other consideration shall be delivered in exchange therefor.
(d) Each share of common stock, par value $0.01 per share, of the Merger Sub issued and outstanding immediately prior to the Effective Time, shall be converted in...
Effect on Capital Stock; Merger Consideration. At the Effective Time and after giving effect to the Calando Recapitalization, by virtue of the Merger and without any action on the part of Calando or the stockholders of Calando, each share of Calando Common Stock outstanding immediately prior to the Effective Time shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive a portion of the merger consideration (the “Merger Consideration”) as follows:
Effect on Capital Stock; Merger Consideration. As of the Effective Time, by virtue of the Mergers and without any action on the part of any shareholder of the Contributed Subsidiaries:
(a) The shares of capital stock of each Contributed Subsidiary issued and outstanding immediately before the Effective Time shall be canceled and extinguished and be converted into the right to receive the Shares.
(b) The shares of common stock of each Merger Sub outstanding immediately prior to the Merger shall be converted into one share of the common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which one share of the Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be owned by the Company.
(c) At the Effective Time, the stock transfer books of the Contributed Subsidiaries shall be closed and no transfer of shares shall be made thereafter.
Effect on Capital Stock; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Actagene or the stockholders of Actagene, each share of Actagene Common Stock outstanding immediately prior to the Effective Time shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive a portion of the merger consideration (the “Merger Consideration”) as follows:
Effect on Capital Stock; Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of the Outstanding Shares:
(a) Each Outstanding Share (other than any Company Shares to be cancelled pursuant to Section 4.1(c) and any Dissenting Shares) shall be cancelled and extinguished and be converted into the right to receive the Initial Per Share Amount (as adjusted pursuant to Section 4.1(b)), the Escrow Per Share Amount (as adjusted pursuant to Section 4.1(b)) and, subject to the fulfillment of the conditions set forth in Section 4.3, all or some portion of the Contingent Per Share Amount (as adjusted pursuant to Section 4.1(b)), all subject to the terms and conditions of this Agreement. The "Initial Per Share Amount" shall be the cash amount that is equal to the quotient of (i) (A) $50,000,000 plus (B) the aggregate exercise prices of all Vested Options less (C) the Cash Shortfall Amount divided by (ii) the number of Fully Diluted Shares. The "Aggregate Per Share Amount" shall equal the Initial Per Share Amount plus the Escrow Per Share Amount plus whatever portion of the Contingent Per Share Amount becomes payable pursuant to Section 4.3 hereof. Attached hereto as Schedule 4.1(a) is a Payment Schedule showing the allocation of the Initial Merger Consideration among the Company Shareholders, which such Payment Schedule has been prepared in accordance with the provisions of Schedule 4.1(b).
Effect on Capital Stock; Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock that are 100% owned or held directly or indirectly by the Parent or the Company, which shall be canceled as provided in Section 2.8(c), and Dissenting Shares) shall be converted into the right to receive, subject to the provisions of Article II, without interest, an amount in cash equal to $19.00 (such amount, as it may be adjusted in accordance with this Section 2.8(a), the "Merger Consideration"); provided, however, that (i) if Target Tangible Net Worth exceeds Closing Tangible Net Worth by
Effect on Capital Stock; Merger Consideration
