Effect on Company Capital Stock. As of the Effective Time, by ------------------------------ virtue of the Merger and without any action on the part of the holders of any shares of Company Common Stock, each issued and outstanding share of Company Common Stock (X) (other than any shares of Company Common Stock held by the Major Stockholder and the Major Stockholder Affiliates, any shares of Company Common Stock to be cancelled pursuant to Section 3.2 and Dissenting Shares) shall be converted into the right to receive (a) 0.6876 (the "Exchange Ratio") of a fully paid and nonassessable share of Parent Common Stock (the "Stock Merger Consideration") and (b) an amount in cash equal to $2.50 per share without interest, less any required withholding tax (the "Cash Merger Consideration"); (Y) held by the Major Stockholder Affiliates shall be converted into the right to receive (a) the Exchange Ratio fully paid and nonassessable shares of Parent Common Stock, as Stock Merger Consideration, and (b) the Affiliate Share Fraction fully paid and nonassessable shares of Parent Common Stock in lieu of the Cash Merger Consideration; (Z) held by the Major Stockholder shall be converted into the right to receive (a) the Exchange Ratio (less the Major Share Fraction) fully paid and nonassessable shares of Parent Common Stock, (b) the Cash Merger Consideration and (c) the Major Cash Fraction. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist. As of the Effective Time, each Company Certificate, without any action on the part of the Parent, the Company or the holder of such share of Company Common Stock, shall be deemed to represent the right to receive the merger consideration as provided by the second preceding sentence. Each holder of a Company Certificate shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of any such Company Certificates, certificates representing the shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Company Certificate in accordance with Section 3.3 and cash in lieu of fractional interests pursuant to Section 3.4.
Effect on Company Capital Stock. At Effective Time, by virtue of the Merger and without any action on the part of Parent, Sub, the Company or the holders of any of their securities:
Effect on Company Capital Stock. (i) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the Company Stockholders, upon the terms and conditions of this Agreement, including the provisions set forth in Article VIII, each share of Company Capital Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive, subject to Section 2.1(a)(ii), upon the delivery of duly executed Exchange Documentation in the manner set forth in Section 2.3(a), (i) at the Closing, in accordance with Section 2.3, the Per Share Closing Cash Consideration and Per Share Closing Stock Consideration, without interest, (ii) the contingent right to receive the Per Share Adjustment Escrow Fund Amount and the Per Share Indemnity Escrow Amount, without interest, in each case in accordance with Section 2.9 or Section 8.4, as applicable, (iii) the contingent right to receive cash disbursements required to be made in connection the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9, (iv) the contingent right to receive the Per Share Expense Fund Amount, without interest, in accordance with Section 8.6(b), (v) the right to receive the Per Share Contingent Amount in respect of such share of Company Capital Stock, without interest, solely upon the occurrence of the Earnout Event (if any) and (vi) the contingent right to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case in accordance with Article VIII.
(ii) The payment of consideration pursuant to this Section 2.1(a) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements (including the same arrangements for accelerated vesting in connection with a qualifying termination of employment or service) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, any cash or shares of Parent Common Stock otherwise payable pursuant to this Section 2.1(a) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Vesting Consider...
Effect on Company Capital Stock. At the Effective Time (and after giving effect to the Rollover Transaction), by virtue of the Merger and without any action on the part of Parent, GT Topco, Merger Sub, the Company or the holders of shares of Company Capital Stock:
(i) each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any such shares that are Dissenting Shares or Excluded Shares) shall be cancelled and extinguished and be converted automatically into the right to receive an amount in cash (without interest) equal to the Per Share Series A Merger Consideration;
(ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares that are Dissenting Shares or Excluded Shares) shall be cancelled and extinguished and be converted automatically into the right to receive an amount in cash (without interest) equal to the Per Share Common Merger Consideration; and
(iii) each Rollover Share held by GT Topco immediately prior to the Effective Time and each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time held by the Company immediately prior to the Effective Time (each, an “Excluded Share”) shall be cancelled and extinguished as of the Effective Time without any payment therefor, except as set forth in Section 1.9(f)(ii), Section 1.9(f)(v) and Section 1.9(f)(vi). Each share of Company Capital Stock to be converted into the right to receive the applicable Per Share Merger Consideration as provided in this Section 1.6(b)(i)-(ii) shall be automatically cancelled and shall cease to exist. The holders of certificates (the “Company Stock Certificates”) or Book Entry Shares which immediately prior to the Effective Time represented Company Capital Stock shall cease to have any rights with respect to such Company Capital Stock other than the right to receive, upon surrender of such Company Stock Certificates or Book Entry Shares in accordance with Section 1.8, the applicable portion of the Merger Consideration.
Effect on Company Capital Stock. Subject to any adjustments described in Section 2, at the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Merger Sub, the Company, the shareholders of the Company or the Shareholders’ Agent:
(i) Each share of Company Preferred Stock issued and outstanding immediately prior to the Closing, other than any Dissenting Shares, will be converted automatically into the right to receive an amount in cash equal to the sum of the applicable Series Preferred Per Share Preference Amount plus the applicable Series Preferred Per Share Accrued Dividend Amount; provided that a portion of each such amount will be withheld from such Company Holder and deposited in the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to Xxxxxx, Purchaser or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of Company Preferred Stock is entitled to receive for the shares of Company Preferred Stock held by such holder will be rounded to the nearest cent and computed after aggregating cash amounts for all shares of each applicable series of Company Preferred Stock held by such holder (i.e. a holder’s shares of Company Series A Preferred Stock will be aggregated and then rounded);
(ii) Each share of Company Common Stock issued and outstanding immediately prior to the Closing, other than any Dissenting Shares, will be converted automatically into the right to receive an amount in cash equal to the Common Stock Per Share Amount: provided that a portion of each such amount will be withheld from such Company Holder and deposited in the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder shall be required to execute and deliver to Xxxxxx, Purchaser or the Paying Agent a Support Agreement prior to receiving any of such amount. The amount of cash each holder of the Company Common Stock is entitled to receive for the shares of Company Common Stock held by such holder will be rounded to the nearest cent and computed after aggregating cash amounts for all shares of the Company Common Stock held by such holder; and
Effect on Company Capital Stock. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any of the issued and outstanding shares of Company Capital Stock:
Effect on Company Capital Stock. (i) At the Effective Time, by virtue of the First Merger and without any further action on the part of Parent, Merger Subs, the Company or the Company Stockholders, upon the terms and subject to the conditions set forth in Section 1.9 and throughout this Agreement, including the provisions set forth in Section 4.2(f) and Article VII hereof, each share of Company Capital Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive upon the due surrender of duly executed Exchange Documents in the manner set forth in Section 1.9(b), (i) at the Closing, in accordance with Section 1.9, (A) the Per Share Consideration (without interest thereon), minus (B) the Per Share Escrow Amount, minus (C) the Per Share Expense Fund Amount, (ii) any disbursements of Escrow Cash and Escrow Shares required to be made from the Escrow Fund with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest in accordance with Section 7.4, (iii) any disbursements of cash and/or shares of Parent Common Stock required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the Post-Closing Excess Amount), without interest, in accordance with Section 1.15(e) and (iv) any cash disbursements required to be made from the Expense Fund Account with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 7.6(c). Each share of Parent Common Stock issuable in the First Merger, or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be book-entry security entitlements.
(ii) Notwithstanding the foregoing, if the Closing Per Share Amount payable in respect of the shares of a particular series of Company Preferred Stock in accordance with Section 1.7(a)(i) is less than the Per Share Liquidation Preference for such series (with the shares of Parent Common Stock valued at the Parent Common Stock Closing Price for purposes of this Section 1.7(a)(ii)), then the portion of the T...
Effect on Company Capital Stock. All shares of Company Capital Stock converted pursuant to Section 3.2(b) shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Company Capital Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive a portion of the Closing Merger Consideration and, if applicable, the Incentive Merger Consideration subject to the contingencies of Section 3.7.
Effect on Company Capital Stock. (a) The Company agrees that, prior to the Effective Time, all outstanding Company Common Stock Equivalents shall be automatically cancelled and shall cease to exist and no consideration shall be delivered or deliverable therefor. "Company Common Stock Equivalents" means all Company Stock Options, Company Stock Options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or any other Contracts that, directly or indirectly, could require the Company to issue, sell or otherwise cause to become outstanding equity securities of the Company or any of its Subsidiaries. "Company Stock Options" means options to purchase equity securities of the Company's Common Stock, no par value per share (“Company Common Stock"). “Company Stock Options” means options to purchase equity securities of the Company or any Subsidiary of the Company.
Effect on Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, Company or the Company Stockholders, each outstanding share of Company Capital Stock (excluding, for the avoidance of doubt, Company RSUs, Company Unvested Common Stock, Company Options and Company Warrants unexercised immediately prior to the Effective Time) issued and outstanding immediately prior to the Effective Time, subject to the terms and conditions set forth in this Agreement, including, without limitation, Section 1.8, will be cancelled and extinguished and be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Company Capital Stock in the manner provided in Section 1.11, an amount equal to (i) the Per Share Common Amount, plus, (ii) the Post-Closing Payments, if any, attributable to such share, as set forth in the Closing Allocation Schedule, in accordance with the terms of this Agreement. Each share of Company Capital Stock that is owned by Company as treasury stock shall be automatically cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. Each share of Company Unvested Common Stock that does not otherwise vest under the terms of an agreement existing as of the date hereof shall be cancelled and extinguished without consideration. For purposes of calculating the amount of cash payable, if any, to each Company Stockholder pursuant to this section, all shares of Company Capital Stock held by each Company Stockholder shall be aggregated on a certificate-by-certificate basis. The amount of cash payable, if any, to each Company Stockholder for each share certificate held shall be rounded down to the nearest cent. Notwithstanding anything set forth in this section, any Dissenting Shares will be treated as set forth in Section 1.9.
