Effect on the Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of Company Capital Stock, each share of each class and series of Company Capital Stock issued and outstanding immediately prior to the Effective Time, upon the terms and subject to the conditions set forth in this Section 2.6 and throughout this Agreement, will be canceled and extinguished and be converted automatically into the right to receive that portion of the Merger Consideration as set forth herein. (i) Each share of Company Capital Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a portion of the Merger Consideration in accordance with the Distribution Allocation. (ii) For purposes of calculating the amount to be paid to each holder of Company Capital Stock at the Effective Time, the amounts described in this Section 2.6(a) shall be calculated assuming that the Merger Consideration is equal to the Closing Merger Consideration, and shall be adjusted following the Closing as set forth herein. The amount to be paid to each holder of Company Capital Stock for each share of Company Capital Stock held shall be rounded down to the nearest whole cent. (iii) All shares of Company Capital Stock, when canceled, extinguished and converted pursuant to this Section 2.6(a), shall no longer be outstanding and shall automatically be canceled and retired, and each former holder of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the consideration provided for in this Section 2.6(a). (iv) On the Closing Date, in connection with the filing of the Certificate of Merger with the Secretary of State of the State of Delaware at the Closing, Buyer and Merger Sub will shall pay or cause to be paid by wire transfer of immediately available funds the following: (A) on behalf of the Company Group, all Transaction Expenses and all Repaid Indebtedness to each creditor to whom such Transaction Expenses and Repaid Indebtedness are owed in accordance with the instructions furnished by the Securityholders’ Representative; (B) an amount equal to the Closing Merger Consideration, in accordance with the Distribution Allocation Schedule, owing to each Securityholder who delivers to Buyer no later than one (1) Business Day prior to the Closing Date a Letter of Transmittal and Certificate or a lost stock affidavit (and indemnity, if applicable), to the Securityholders’ Representative pursuant to wire instructions provided by the Securityholders’ Representative to Buyer; and (C) the amount of the Securityholders’ Rep Expense Fund to the Securityholders’ Representative.
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Effect on the Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubParent, MergerCo, the Company or the holders holder of Company Capital Stockany of the following securities:
(a) Subject to Section 3.2(d), each share of each class and series of Company Capital Stock issued and outstanding immediately prior to the Effective Time, upon the terms and subject to the conditions set forth in this Section 2.6 and throughout this Agreement, will be canceled and extinguished and be converted automatically into the right to receive that portion common stock of the Merger Consideration Company (including all Company Restricted Stock (as set forth defined herein.
(i)) Each share of Company Capital Stock that is issued and outstanding immediately prior to the Effective Time (“Company Common Stock”), except for shares of Company Common Stock owned by Parent, MergerCo or the Company, shall be converted into the right to receive a portion (i) 0.5209 (the “Exchange Ratio”) validly issued, fully paid and nonassessable common shares (“Parent Common Shares”) of Parent, and (ii) US$0.79 in cash. Such number of Parent Common Shares, as may be adjusted in Section 2.1(b), and $0.79 in cash being the “Merger Consideration”. The Merger Consideration was derived from the volume weighted average closing price of Parent Common Shares on the NYSE for the 10 trading days prior to September 27, 2010.
(b) All of the shares of Company Common Stock converted into the right to receive the Merger Consideration in accordance with the Distribution Allocation.
(ii) For purposes of calculating the amount to be paid to each holder of Company Capital Stock at the Effective Time, the amounts described in this Section 2.6(a) shall be calculated assuming that the Merger Consideration is equal to the Closing Merger Consideration, and shall be adjusted following the Closing as set forth herein. The amount to be paid to each holder of Company Capital Stock for each share of Company Capital Stock held shall be rounded down to the nearest whole cent.
(iii) All shares of Company Capital Stock, when canceled, extinguished and converted pursuant to this Section 2.6(a), Article 2 shall no longer be outstanding and shall automatically be canceled cancelled and retiredshall cease to exist as of the Effective Time, and each former holder certificate representing any such shares of Company Capital Common Stock immediately prior to the Effective Time (each a “Certificate”) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) the consideration provided for Merger Consideration and (ii) cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 2.6(a)2.1 and Section 3.2(d) upon surrender of such Certificate in accordance with Section 3.2, without interest. The right of any holder of a Certificate to receive the Merger Consideration and cash in lieu of any fractional shares payable pursuant to Section 3.2(d) shall, to the extent provided in Section 3.3, be subject to and reduced by the amount of any withholding that is required under applicable Tax Law.
(ivc) On Notwithstanding anything in this Agreement to the Closing Datecontrary, in connection with the filing of the Certificate of Merger with the Secretary of State of the State of Delaware at the Closing, Buyer and Merger Sub will shall pay or cause to be paid by wire transfer of immediately available funds the following:
(A) on behalf of the Company GroupEffective Time, all Transaction Expenses and all Repaid Indebtedness to each creditor to whom such Transaction Expenses and Repaid Indebtedness shares of Company Common Stock that are owed in accordance with the instructions furnished owned by the Securityholders’ Representative;
(B) an amount equal Company, Parent or MergerCo shall be cancelled and shall cease to the Closing Merger Consideration, exist and no Parent Common Shares or other consideration shall be delivered in accordance with the Distribution Allocation Schedule, owing to each Securityholder who delivers to Buyer no later than one (1) Business Day prior to the Closing Date a Letter of Transmittal and Certificate or a lost stock affidavit (and indemnity, if applicable), to the Securityholders’ Representative pursuant to wire instructions provided by the Securityholders’ Representative to Buyer; and
(C) the amount of the Securityholders’ Rep Expense Fund to the Securityholders’ Representativeexchange therefor.
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Samples: Merger Agreement (Capital Gold Corp)
Effect on the Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of Company Capital StockShareholders, each share of each series or class and series of Company Capital Stock issued and outstanding immediately prior to the Effective Time, including, without limitation, all shares of Company Capital Stock issued upon exercise of any Options shall, upon the terms and subject to the conditions set forth in this Section 2.6 2.01 and throughout elsewhere in this Agreement, will be canceled and extinguished and be converted automatically into the right to receive that portion of the Merger Consideration as set forth herein; provided, however, that the amount payable to any Holder of Company Capital Stock who is an obligor on a Management Note shall be reduced by the principal amount of such Management Note plus accrued but unpaid interest thereon at the Effective Time, and such Management Note shall be deemed cancelled thereafter.
(i) Each share of Company Capital Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a portion of the Merger Consideration in accordance with the Distribution AllocationWaterfall.
(ii) For purposes of calculating the amount to be paid to each holder of Company Capital Stock at the Effective Time, the amounts described in this Section 2.6(a2.01(a) shall be calculated assuming that the Merger Consideration is equal to the Closing Initial Merger Consideration, Consideration and shall be adjusted following the Closing as set forth herein. The amount to be paid to each holder of Company Capital Stock for each share of Company Capital Stock held shall be rounded down to the nearest whole cent.
(iii) All shares of Company Capital Stock, when canceled, extinguished and converted pursuant to this Section 2.6(a2.01(a), shall no longer be outstanding and shall automatically be canceled and retired, and each former holder of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the consideration provided for in this Section 2.6(a2.01(a).
(iv) On At the Closing DateEffective Time, in connection with the filing of the Certificate of Merger with the Secretary of State of the State of Delaware at the ClosingParent shall pay, Buyer and Merger Sub will shall pay or cause to be paid paid, by wire transfer of immediately available funds the following:
(A) on behalf of the Company Groupand the Company Subsidiaries, (1) all Indebtedness as set forth on the Repaid Indebtedness Schedule (“Repaid Indebtedness”), and (2) all Company Transaction Expenses and all Repaid Indebtedness to each creditor to whom such as set forth on the Transaction Expenses and Repaid Indebtedness are owed in accordance with the instructions furnished by the Securityholders’ RepresentativeSchedule;
(B) an amount equal on behalf of the Company and the Company Subsidiaries, to the Closing Merger Consideration, in accordance with appropriate accounts of the Distribution Allocation Schedule, owing Company or the Company Subsidiaries for remittance to each Securityholder who delivers to Buyer no later than one (1) Business Day prior each of the Option Holders, the Option Payments specified in Section 2.03, to be paid to such Option Holder at or immediately following the Effective Time, as reduced for required withholdings, and (2) the Internal Revenue Service or other appropriate Governmental Authority (x) all amounts withheld from the payments under clause (1) of this Section 2.01(a)(iv)(B) and (y) the employer’s portion of any payroll Taxes with respect to the Closing Date a Letter payments under clause (1) of Transmittal and Certificate or a lost stock affidavit (and indemnity, if applicablethis Section 2.01(a)(iv)(B), to the Securityholders’ Representative pursuant to wire instructions provided by the Securityholders’ Representative to Buyer; and;
(C) the amount of the Securityholders’ Rep Expense Fund Escrow Amount to the Securityholders’ RepresentativeEscrow Agent pursuant to the terms of Section 2.08; and
(D) the Initial Merger Consideration to the Representative pursuant to, and reduced by the amounts set forth in, the terms of Section 2.02(a).
Appears in 1 contract
Samples: Merger Agreement (Brady Corp)
Effect on the Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of Company Capital Stock, each share of each class and series of Company Capital Stock issued and outstanding immediately prior to the Effective Time, upon the terms and subject to the conditions set forth in this Section 2.6 2.5 and throughout this Agreement, will be canceled and extinguished and be converted automatically into the right to receive that portion of the Merger Consideration as set forth herein.
(i) Each share of Company Capital Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a portion of the Merger Consideration in accordance with the Distribution AllocationWaterfall.
(ii) For purposes of calculating the amount to be paid to each holder of Company Capital Stock at the Effective Time, the amounts described in this Section 2.6(a2.5(a) shall be calculated assuming that the Merger Consideration is equal to the Closing Initial Cash Merger Consideration, and shall be adjusted following the Closing as set forth herein. The amount to be paid to each holder of Company Capital Stock for each share of Company Capital Stock held shall be rounded down to the nearest whole cent.
(iii) All shares of Company Capital Stock, when canceled, extinguished and converted pursuant to this Section 2.6(a2.5(a), shall no longer be outstanding and shall automatically be canceled and retired, and each former holder of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the consideration provided for in this Section 2.6(a2.5(a).
(iv) On At the Closing DateEffective Time, in connection with the filing of the Certificate of Merger with the Secretary of State of the State of Delaware at the Closing, Buyer and Merger Sub will Purchaser shall pay or cause to be paid by wire transfer of immediately available funds the following:
(A) on behalf of all Repaid Indebtedness (to the extent not paid by the Company GroupGroup prior to the Closing), as set forth on “Repaid Indebtedness Schedule”, which schedule shall be delivered by the Company to Purchaser no later than two Business Days prior to the Effective Time and all Transaction Expenses and all Repaid Indebtedness (to each creditor to whom such Transaction Expenses and Repaid Indebtedness are owed in accordance with the instructions furnished extent not paid by the Securityholders’ RepresentativeCompany Group prior to the Closing), as set forth on the “Transaction Expense Schedule”, which shall be updated as necessary by the Company to Purchaser no later than two Business Days prior to the Closing;
(B) the Escrow Amount to JPMorgan Chase Bank N.A., as escrow agent (the “Escrow Agent”), to an amount equal to account designated by the Closing Merger Consideration, Escrow Agent in accordance with the Distribution Allocation Schedule, owing to each Securityholder who delivers to Buyer no later writing not less than one (1) Business Day prior to the Closing Date Date;
(C) the Net Special Option Replication Bonus Payments to the Company for further payment to the persons entitled thereto pursuant to Section 2.7(a);
(D) on behalf of the Company, the Warrant Payments to the holders of Warrants entitled to receive Warrant Payments pursuant to Section 2.7(b);
(E) the Initial Cash Merger Consideration to the holders of Certificates pursuant to the terms of Section 2.6; provided, that to the extent that a Stockholder delivers a Letter of Transmittal and Certificate or a lost stock affidavit (and indemnity, if applicableas described in Section 2.6(d), ) to the Securityholders’ Representative Company prior to the Closing, that portion of the Initial Cash Merger Consideration payable to such Stockholder shall be paid to such Stockholder at the Closing pursuant to wire instructions provided by the Securityholders’ Representative to Buyersuch Stockholder; and
(CF) the amount of the SecurityholdersSellers’ Rep Representative Expense Fund to the SecurityholdersSellers’ RepresentativeRepresentative pursuant to Section 8.10.
Appears in 1 contract
Samples: Merger Agreement (Nordson Corp)
Effect on the Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of Company Capital StockStockholders, each share of each class and series of Company Capital Stock issued and outstanding immediately prior to the Effective TimeTime (other than the Dissenting Shares or those shares to be cancelled pursuant to Section 2.5(c)), upon the terms and subject to the conditions set forth in this Section 2.6 2.5 and throughout this Agreement, will be canceled and extinguished and be converted automatically into the right to receive that portion of the Merger Consideration as set forth hereinin this Section 2.5(a).
(i) Each share of Company Capital Stock that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares or those shares to be cancelled pursuant to Section 2.5(c)) shall be converted into the right to receive a portion of the Merger Consideration in accordance with the Distribution AllocationWaterfall. For avoidance of doubt, holders of Series A2 Stock, Series B Stock, and Series C Stock shall be entitled to receive cash and Parent Stock in exchange for such shares and all holders of Common Stock shall be entitled to receive cash in exchange for such shares, all in accordance with the Distribution Waterfall.
(ii) For purposes of calculating the amount to be paid to each holder of Company Capital Stock Stockholder at the Effective Time, the amounts described in this Section 2.6(a2.5(a) shall be calculated assuming that the Merger Consideration is equal to the Closing Initial Merger Consideration, and shall be adjusted following the Closing as set forth herein. The amount , and shall be reduced (from the cash portion of the Merger Consideration to be paid received) by such Stockholder’s Escrow Account Allocation of the Escrow Amount and Seller Expense Amount, which amounts, subject to each holder the terms of Company Capital Stock for each share of Company Capital Stock held this Agreement, shall be rounded down payable to such Stockholder by the nearest whole centExchange Agent in accordance with the terms and conditions of the Escrow Agreement.
(iii) All shares of Company Capital Stock, when canceled, extinguished and converted pursuant to this Section 2.6(a2.5(a), shall no longer be outstanding and shall automatically be canceled and retired, and each former holder of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the consideration provided for in this Section 2.6(a2.5(a).
(iv) On the Closing Date, in connection with the filing of the Certificate of Merger with the Secretary of State of the State of Delaware at the Closing, Buyer and Merger Sub will shall pay or cause to be paid by wire transfer of immediately available funds the following:
(A) on behalf of the Company Group, all Transaction Expenses and all Repaid Indebtedness to each creditor to whom such Transaction Expenses and Repaid Indebtedness are owed in accordance with the instructions furnished by the Securityholders’ Representative;
(B) an amount equal to the Closing Merger Consideration, in accordance with the Distribution Allocation Schedule, owing to each Securityholder who delivers to Buyer no later than one (1) Business Day prior to the Closing Date a Letter of Transmittal and Certificate or a lost stock affidavit (and indemnity, if applicable), to the Securityholders’ Representative pursuant to wire instructions provided by the Securityholders’ Representative to Buyer; and
(C) the amount of the Securityholders’ Rep Expense Fund to the Securityholders’ Representative.
Appears in 1 contract
Samples: Merger Agreement (Rimage Corp)
