EXCHANGE OF VOYAGER COMMON STOCK AND VOYAGER PREFERRED STOCK FOR MERGER CONSIDERATION Sample Clauses

EXCHANGE OF VOYAGER COMMON STOCK AND VOYAGER PREFERRED STOCK FOR MERGER CONSIDERATION. (a) At the Closing or as soon as practicable thereafter, each holder of shares of Voyager Common Stock or Voyager Preferred Stock shall surrender to Xxxxxx for cancellation the Voyager Certificate(s) held by such holder, together with a duly executed Letter of Transmittal in the form of Exhibit 2.3(a) hereto. Upon surrender of such Voyager Certificate(s), such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Xxxxxx Common Stock to which such holder shall have become entitled pursuant to the provisions of Section 2.1(a). Any holder of a Voyager Certificate(s) that has been lost or destroyed may nevertheless obtain the Merger Consideration into which the shares of Voyager Common Stock or Voyager Preferred Stock represented by such Voyager Certificate(s) have been converted pursuant to the provisions of Section 2.1, provided such holder delivers to Xxxxxx a statement certifying such loss or destruction and providing for indemnity reasonably satisfactory to Xxxxxx against any loss or expense it may incur as a result of such lost or destroyed Voyager Certificate(s) being thereafter surrendered to Xxxxxx. Until surrendered in accordance with the provisions of this Section 2.3(a), each Voyager Certificate shall represent, for all purposes, only the right to receive the Merger Consideration. (b) No dividends or distributions declared with a record date after the Effective Time with respect to Xxxxxx Common Stock shall be paid to persons entitled to receive Xxxxxx Common Stock in the Merger until such persons have surrendered their Voyager Certificates in accordance with Section 2.3(a). Promptly after such surrender, there shall be paid to the person in whose name Xxxxxx Common Stock shall be issued any dividends or distributions on such Xxxxxx Common Stock which shall have a record date after the Effective Time and prior to such surrender. If the payment date is after the date of such surrender, such payment shall be made on the payment date. (c) In no event shall the persons entitled to receive dividends or distributions on shares of Xxxxxx Common Stock pursuant to Section 2.3(b) be entitled to receive interest on such dividends or distributions. All deliveries and payments in respect of shares of Voyager Common Stock and Voyager Preferred Stock which are made in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to such securit...
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Related to EXCHANGE OF VOYAGER COMMON STOCK AND VOYAGER PREFERRED STOCK FOR MERGER CONSIDERATION

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Stock Consideration 3 subsidiary...................................................................53

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Common Shares 4 Company...................................................................................... 4

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Common Stock 1 Company........................................................................1

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

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