Effect on Company Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Stock held by a Company Shareholder that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without the need for any further action on the part of the holder thereof (except as expressly provided herein), be converted into and represent the right to receive such portion of the Cash Consideration as set forth below and as more fully set forth on a consideration allocation certificate to be delivered by the Company at Closing (the "CONSIDERATION ALLOCATION CERTIFICATE").
(a) Each holder of Series A Preferred issued and outstanding immediately prior to the Effective Time shall be entitled to receive the Series A Preferred Distribution Amount for each share of such Series A Preferred.
(b) Each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be entitled to receive the Common Stock Distribution Amount for each share of such Company Common Stock; provided, however, that with respect to each share of Company Common Stock issued immediately prior to the Effective Time as a result of the automatic exercise of a vested Company Option pursuant to Section 2.2.1, Parent shall withhold (in addition to amounts that Parent is otherwise authorized with respect to such Company Option as provided in this Section 2.1.2) that portion of the Common Stock Distribution Amount allocated to such share of Company Common Stock in an amount equal to the per share exercise price (as set forth in the stock option agreement governing the related Company Option) of such share of Company Common Stock, and in each case, as set forth on the Consideration Allocation Certificate. The preceding provisions of this Section 2.1.2 are subject to the provisions of Section 2.1.3 (regarding rights of holders of Dissenting Shares) and Section 2.3 (regarding the withholding of Escrow Fund). In no event shall the amount of cash payable under this Agreement by Parent exceed the Cash Consideration as reduced for withholdings pursuant to Section 2.1.2(b) as to the unpaid exercise price for any vested Company Options exercised pursuant to Section 2.2.1 prior to the Closing for which the exercise price has not been fully paid. The Company, and on its behalf Parent and the Surviving Corporation, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreem...
Effect on Company Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Buyer, Merger Sub, Company or the Shareholders:
Effect on Company Stock. At the Effective Time, by virtue of, and simultaneously with, the Merger and without any further action on the part of Parent, Merger Sub, the Company, or any stockholder of the Company:
(a) All shares of Common Stock and Preferred Stock (each as defined herein) held by the Company or Xxxxxx and Company, Inc. (“Xxxxxx and Company”) immediately prior to the Effective Time shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(b) Each issued and outstanding share of Common Stock held by the stockholders of the Company immediately prior to the Effective Time (other than Dissenting Shares (as hereafter defined)) shall be canceled and converted automatically into and represent the right to receive $638.908 per share, in cash without any interest thereon; and
(c) Each issued and outstanding share of Preferred Stock held by the stockholders of the Company immediately prior to the Effective Time shall be canceled and converted automatically into and represent the right to receive $638.908 per share, in cash without any interest thereon (the amount of cash referred to in clause (b) and (c) per share being the “Per Share Merger Consideration”).
Effect on Company Stock. 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, each issued and outstanding share of Company Common Stock shall be converted into the right to receive $34.00 in cash, without interest (the "Merger Consideration"). As of the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such certificates, the Merger Consideration.
Effect on Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Co. or Parent or the holders of any securities of the Company, Merger Co. or Parent:
Effect on Company Stock. All such shares of Company Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.
Effect on Company Stock. At the Effective Time, subject to the terms and conditions of this Agreement, including, without limitation, the escrow and indemnification provisions set forth in this Article I and Article VIII, the following events shall occur by virtue of the Merger and without any action on the part of Merger Sub, Company or any of the Company Shareholders.
Effect on Company Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Common Stock and each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Eligible Dissenting Shares, shares of Company Stock owned by Merger Corp or owned by the Company (other than those held by the Company in a fiduciary or representative capacity)) shall be canceled and extinguished and automatically converted in to the right to receive the Merger Consideration to be distributed in the manner provided in Schedule 2.9(a).
(b) Each share of Company Stock issued and owned by Merger Corp or owned by the Company (other than those held by the Company in a fiduciary or representative capacity) immediately prior to the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be automatically canceled and retired and no consideration shall be delivered in exchange therefor.
(c) At the Effective time, by virtue of the Merger and without any action on the part of the holder thereof, (i) each share of common stock, par value $.001 per share, of Merger Corp issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $.001, of the Surviving Corporation, and (ii) each share of Series A preferred stock, par value $.001 per share, of Merger Corp issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of Series A preferred stock, par value $.001, of the Surviving Corporation.
Effect on Company Stock. Subject to Section 1.12 and Section 2.03, upon 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 Company, the Parent, the Merger Sub or any Company Stockholder: (a) Each share of Series A Preferred Stock issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive (i) the Per Share Series A Preferred Stock Consideration plus (ii) the Per Share Common Stock Consideration.
Effect on Company Stock. (i) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any shareholder of the Company, each share of Company Stock (other than any Dissenting Shares) held by the Shareholders that is issued and outstanding immediately prior to the Effective Time will be (A) converted into and represent the right to receive the applicable Consideration Per Share (if any) or, (B) if not entitled to any Consideration, extinguished. The Closing Consideration will be paid as specified in Section 1.6 and as set forth on a Consideration Allocation Certificate delivered by the Shareholders’ Representative to Parent on the Closing Date and each additional date on which any payment is due to the Shareholders. For the avoidance of doubt, each share of Company Common Stock will be cancelled and extinguished without any conversion thereof, and the holders of such Company Stock will receive no portion of the Consideration in connection with the transactions contemplated hereby.
(ii) At the Effective Time, each share of Company Stock that is owned by the Company immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor.
