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.
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Effect on Company Capital Stock. At the Effective Time (and after giving effect to the Rollover Transaction)Time, 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 receive, subject to Section 1.8 (Mechanics of Exchange), an amount in cash (without interest) equal to the Per Share Common Merger Consideration, subject to Section 1.6(e) (Post- Closing Payments); and
(iiiii) 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 and held by the Company Company, Parent or Merger Sub immediately prior to the Effective Time (each, an “"Excluded Share”") shall be cancelled and **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** extinguished as of the Effective Time without any payment Time, and no consideration shall be delivered in exchange 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 , and the holders of certificates (the “"Company Stock Certificates”") or Book Entry Shares which that immediately prior to the Effective Time represented such 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 1.81.8 (Mechanics of Exchange), the applicable portion of the Per Share Common Merger ConsiderationConsideration (other than with respect to any such shares that are Dissenting Shares or Excluded Shares, which shall be subject to Section 1.7 (Dissenting Shares) and this Section 1.6(b)(ii), respectively).
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Samples: Purchase Agreement
Effect on Company Capital Stock. At the Effective Time (and after giving effect to the Rollover Transaction)Time, by virtue of the Merger and without any further action on the part of Parent, GT Topco, Merger Sub, the Company or any stockholder of the holders of shares of Company Capital StockCompany:
(ia) each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation;
(b) each share of Company Series A Preferred Capital Stock issued and outstanding immediately prior to then held by the Effective Time Company or any wholly-owned Subsidiary of the Company (other than any such shares that are Dissenting Shares or Excluded Sharesheld in the Company's treasury) shall be cancelled canceled and extinguished retired and shall cease to exist, and no consideration shall be converted automatically into the right to receive an amount delivered in cash (without interest) equal to the Per Share Series A Merger Considerationexchange therefor;
(iic) each share of Company Capital Stock then held by Parent or Merger Sub shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(d) subject to the provisions of Section 2.8, each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Class A Common Stock canceled and retired in accordance with Sections 2.5(b) and (c) and 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 $24.00 in cash per share, without interest (without interest) equal to the Per Share Common "Merger Consideration; and
(iii) each Rollover Share held by GT Topco immediately prior to "). As of the Effective Time and Time, each share of Company Capital Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired, and each holder of record of a certificate representing any such shares (a "Certificate") shall cease to have any rights with respect thereto, other than the right to receive the Merger Consideration, in accordance with Section 2.8.
(e) each share of Company Class B Common Stock issued and outstanding immediately prior to the Effective Time held (other than shares of Company Class B Common Stock canceled and retired in accordance with Sections 2.5(b) and (c) and any Dissenting Shares) shall remain outstanding as one share of common stock, par value $0.01 per share, of the Surviving Corporation with the rights set forth in the Certificate of Incorporation of the Surviving Corporation, as amended pursuant to Section 2.2;
(f) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL, but only to the extent required thereby, shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time (each, an “Excluded Share”) shall be cancelled and extinguished as that are held by holders 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 such shares of Company Capital Stock to who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Shares") will not be converted into the right to receive the applicable Per Share Merger Consideration Consideration, and the holders of such Dissenting Shares will be entitled to receive payment of the appraised value of such shares of Company Capital Stock in accordance with the provisions of such Section 262 of the DGCL unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Company Capital Stock will thereupon be treated as provided in this Section 1.6(b)(i)-(ii) shall be automatically cancelled if they had been converted into and shall cease become exchangeable for, at the Effective Time, the right to existreceive the Merger Consideration, without any interest thereon. The holders Company shall (i) give Parent prompt notice of certificates any demands received by the Company for appraisals of shares of Company Capital Stock and (ii) consult with and keep Parent informed, on an on-going basis, regarding the “status and negotiation of such demands. The Company Stock Certificates”) shall not make any payment or Book Entry Shares which immediately settlement offer, or agree to or effect any settlement, prior to the Effective Time represented Company Capital Stock shall cease to have any rights with respect to any such Company Capital Stock other than the right demand unless Parent shall have consented in writing to receivesuch payment or settlement offer, upon surrender of such Company Stock Certificates or Book Entry Shares in accordance with Section 1.8, the applicable portion of the Merger Considerationwhich consent shall not be unreasonably withheld.
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Effect on Company Capital Stock. At As of the Effective Time (and after giving effect to the Rollover Transaction)Time, 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 any Company Capital StockStock (each a “Stockholder,” and collectively, the “Stockholders”) or any holders of capital stock of MergerCo:
(ia) each share All shares of Company Series A Preferred Stock common stock, par value $0.001 per share, of MergerCo issued and outstanding immediately prior to the Effective Time (other than shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into 1,000 fully paid and nonassessable shares of common stock, par value $0.01 per share, of the Surviving Company following the Merger, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Company.
(b) Each share of Company Capital Stock that are Dissenting Shares is owned by the Company, by Parent, by MergerCo, or Excluded Shares) by any other wholly owned subsidiary of Parent, shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be cancelled and extinguished and be converted automatically into the right to receive an amount delivered or deliverable in cash (without interest) equal to the Per Share Series A Merger Consideration;exchange therefor.
(iic) each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.6(b) and any such shares that are Dissenting Shares or Excluded Shares) shall be cancelled will, by virtue of the Merger and extinguished and without any action on the part of the holder thereof, be converted automatically into the right to receive an amount in cash (without interest) equal to the Per Share Common Merger Consideration; and, without interest. 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, and each holder of a Common Certificate shall cease to have any rights with respect thereto, except the right to receive (subject to any adjustments specified herein and subject to any applicable withholding Tax as specified in Section 3.1(f)), upon the surrender of such Common Stock Certificate or the delivery of an affidavit as described in Section 3.1(d), the Per Share Common Consideration, without interest.
(iiid) each Rollover Share held by GT Topco immediately prior to the Effective Time and each Each share of Company Capital Series A Preferred Stock issued and outstanding immediately prior to the Effective Time held by the Company immediately prior (other than shares to the Effective Time (each, an “Excluded Share”) shall be cancelled in accordance with Section 2.6(b) and extinguished as any Dissenting Shares) will, by virtue of the Effective Time Merger and without any payment thereforaction on the part of the holder thereof, 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) Series A Consideration, without interest. As of the Effective Time, all such shares of Series A Preferred Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist. The holders , and each holder of certificates (the “Company Stock Certificates”) or Book Entry Shares which immediately prior to the Effective Time represented Company Capital Stock a Series A Certificate shall cease to have any rights with respect to such Company Capital Stock other than thereto, except the right to receivereceive (subject to any adjustments specified herein and subject to any applicable withholding Tax as specified in Section 3.1(f)), upon the surrender of such Company Stock Certificates Series A Certificate or Book Entry Shares the delivery of an affidavit as described in accordance with Section 1.83.1(d), the applicable portion of the Merger Per Share Series A Consideration, without interest.
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Samples: Merger Agreement (Athenahealth Inc)
Effect on Company Capital Stock. At the Effective Time (and after giving effect to the Rollover Transaction)Time, by virtue of the Merger and without any action on the part of the Parent, GT Topco, Merger Sub, the Company or the holders of shares of Company Capital StockStockholders:
(i) each share of Company Capital Stock held in the treasury of the Company at the Effective Time, if any, shall be cancelled and extinguished without any conversion thereof, and no payment or distribution shall be made with respect thereto;
(ii) each share of Series A Preferred Stock issued and outstanding immediately prior to at the Effective Time (other than any such shares that are of Series A Preferred Stock to be cancelled pursuant to Section 2.6(b)(i) and any Dissenting Shares or Excluded Shares) shall be cancelled and cancelled, extinguished and be converted automatically into the right to receive an amount in cash (payable as set forth herein, without interest) , equal to the Per Share Series A Merger Consideration;, upon the terms and subject to the conditions set forth in this Agreement, the indemnification provisions set forth in ARTICLE VIII; and
(iiiii) each share of Company Common Stock issued and outstanding immediately prior to at the Effective Time (other than any such shares that are of Company Common Stock to be cancelled pursuant to Section 2.6(b)(i) and any Dissenting Shares or Excluded Shares) shall be cancelled and cancelled, extinguished and be converted automatically into the right to receive an amount in cash (payable as set forth herein, without interest) , equal to the Per Share Common Merger Consideration; and
(iii) each Rollover Share held by GT Topco immediately prior , upon the terms and subject 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 conditions set forth in Section 1.9(f)(ii)this Agreement, Section 1.9(f)(v) and Section 1.9(f)(vi). Each share of Company Capital Stock to be converted into including the right to receive the applicable Per Share Merger Consideration as provided indemnification provisions set forth 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 ConsiderationARTICLE VIII.
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Effect on Company Capital Stock. (a) At the Effective Time (and after giving effect to the Rollover Transaction)Time, by virtue of the Merger and without any action on the part of Parentthe holder of any shares of common stock, GT Topcopar value $1.00 per share, Merger Sub, of the Company (the “Company Common Stock”) or of any other security of the holders of shares of Company Capital StockCompany:
(i) All shares of Company Common Stock that are owned by the Company (other than shares in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, for the benefit of customers or clients, and other than shares held in satisfaction of a debt previously contracted) shall be cancelled and retired, and no common shares, no par value per share, of Parent (“Parent Common Shares”), cash or other consideration shall be delivered in exchange therefor. All shares of Company Common Stock that are owned by any wholly owned Subsidiary of the Company, by Parent or by any wholly owned Subsidiary of Parent, shall remain outstanding, and no Parent Common Shares, cash or other consideration shall be delivered in exchange therefor.
(ii) Except as otherwise provided in clause (i) of this Section 2.1(a), and subject to Section 2.2, each share of Company Series A Preferred 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 the following (without interest) equal to the Per Share Series A “Merger Consideration;”):
(iiA) for each such share of Company Common Stock issued with respect to which an election to receive cash has been effectively made and not revoked or lost pursuant to Section 2.8 (the “Electing Company Shares”), the right to receive $0.28 in cash, without interest (the “Cash Consideration”); and
(B) for each such share of Company Common Stock (other than Electing Company Shares), the right to receive 0.004 Parent Common Shares, subject to adjustment in accordance with Section 2.7 (the “Exchange Ratio” and, together with any cash in lieu of fractional Parent Common Shares to be paid pursuant to Section 2.2, the “Stock Consideration”).
(b) Each share of the Company’s Series 2008-T Preferred Stock and each share of New Company Preferred Stock 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 remain issued and outstanding immediately prior to and shall have the Effective Time held by the Company immediately prior to the Effective Time (eachrights, an “Excluded Share”) shall be cancelled preferences, privileges and extinguished as of the Effective Time without any payment thereforvoting powers, except and limitations and restrictions thereof, as set forth in Section 1.9(f)(ii), Section 1.9(f)(v) and Section 1.9(f)(vi). Each share the Surviving Company’s articles 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 Considerationincorporation.
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Samples: Agreement and Plan of Merger (South Financial Group Inc)