Common use of Exchange of Shares Clause in Contracts

Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b) and any Shares which are held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting Stockholders")) shall be converted into the right to receive the Offer Price in cash, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.

Appears in 4 contracts

Samples: Merger Agreement (Sunbeam Corp/Fl/), Merger Agreement (First Alert Inc), Merger Agreement (Sunbeam Corp/Fl/)

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Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled canceled in accordance with Section 2.1(b) and any Shares which are held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting StockholdersShareholders")) shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.

Appears in 2 contracts

Samples: Merger Agreement (American Medserve Corp), Merger Agreement (Omnicare Inc)

Exchange of Shares. Each issued and outstanding Share (other than Parent Shares, Shares to be cancelled canceled in accordance with Section 2.1(b2.1(b)(i) and and, as set forth in Section 2.3, any Shares which are held by stockholders shareholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting StockholdersShareholders")) shall be converted into the right to receive the Offer Price in cash$18.75 per Share, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.

Appears in 2 contracts

Samples: Merger Agreement (Foamex Capital Corp), Merger Agreement (Trace International Holdings Inc)

Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b2.1 (b) and any Shares which are held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting Stockholders")) shall be converted into the right to receive the Offer Price $10.00 per share in cash, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.

Appears in 1 contract

Samples: Merger Agreement (Bridgeport Machines Inc)

Exchange of Shares. Each issued and outstanding Share (other than Parent Shares, Shares to be cancelled canceled in accordance with Section 2.1(b2.1(b)(i) and and, as set forth in Section 2.3, any Shares which are held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting StockholdersDISSENTING STOCKHOLDERS")) shall be converted into the right to receive the Offer Price in cash$12.00 per Share, payable to the holder thereof, without interest (the "Merger ConsiderationMERGER CONSIDERATION"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.

Appears in 1 contract

Samples: Merger Agreement (Foamex International Inc)

Exchange of Shares. Each issued and outstanding Share (other than Parent Shares, Shares to be cancelled canceled in accordance with Section 2.1(b2.1(b)(i) and and, as set forth in Section 2.3, any Shares which are held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting Stockholders")) shall be converted into the right to receive the Offer Price in cash$12.00 per Share, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.

Appears in 1 contract

Samples: Merger Agreement (Trace International Holdings Inc)

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Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b) and any Shares which are held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting Stockholders")) shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.

Appears in 1 contract

Samples: Merger Agreement (Measurex Corp /De/)

Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b) and any Shares which are held by stockholders exercising appraisal rights rights, if any, pursuant to Section 262 of the DGCL ("Dissenting StockholdersStock- holders")) shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.

Appears in 1 contract

Samples: Merger Agreement (Pittway Corp /De/)

Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b) and any Shares which are held by stockholders exercising appraisal rights rights, if any, pursuant to Section 262 of the DGCL ("Dissenting Stockholders")) shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Honeywell International Inc)

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