Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of Units of Preferred Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights.
Exchange Ratio. (a) NHT currently has outstanding 78,571 shares of Common Stock. In connection with the Closing, it is intended that, the former shareholders of Es3 would receive 18,108,750 shares of Common Stock (assuming 100% of the Es3 shareholders become Sellers), that Crown Partners will receive 905,438 shares of Common Stock (the "Crown Shares"), and that two consultants to NHT will receive 400,000 shares of Common Stock (the "Consultant Shares"). Holders of Es3 Options would receive warrants to purchase 1,900,000 shares of Common Stock.
(b) If between the date of this Agreement and the Closing Date, there shall be any other change in the number of shares of outstanding capital stock of either NHT or Es3, the Exchange Ratio shall be adjusted such that immediately following the Closing, the aggregate number of shares of Common Stock issued to each represents the percentage ownership set forth above.
(c) If between the date of this Agreement and the Closing Date, the holders of issued and outstanding Es3 Shares constituting less than one hundred percent (100%) but more than eighty percent (80%) have agreed to the Exchange contemplated hereunder, then Es3 shall proceed to the Closing of the Exchange, subject to satisfaction of the conditions set forth in Section 7.1. For a period of three months following the Closing Date, NHT may, but shall not be required to accept for Exchange any Es3 Shares then held by any shareholder who has not yet accepted the Exchange (a "Delayed Shareholder"), subject to such shareholder's execution of this Agreement as a Seller for all intents and purpose, including but not limited to assuming all representations, warranties and undertakings of the Sellers hereunder and performance of all of the conditions for Closing to be performed by each Seller hereunder. Until such time as a Delayed Shareholder executes this Agreement and submits his Es3 Shares in exchange for shares of Common Stock (thereby becoming a Seller), and such exchange is accepted by NHT, such Delayed Shareholder shall remain a shareholder of Es3 and shall not be considered a shareholder of NHT and shall not be entitled to any of the rights thereof, including without limitation the right to vote or receive any distributions with respect thereto.
Exchange Ratio. 2.1(a) GAAP....................................................................3.5
Exchange Ratio. Section 2.11(a), ........11
Exchange Ratio. 1.4(a) Expenses............................................. 7.7
Exchange Ratio. The "Exchange Ratio" is as follows: Each share of Company Common Stock shall be converted into one share of Parent Common Stock in the Merger, an Exchange Ratio of 1:1.
Exchange Ratio. 5 Section 3.2
Exchange Ratio. The Company shall promptly give public notice of any such exchange (with a copy provided to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner provided in this Agreement shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of Units of Preferred Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become unexerciseable pursuant to the provisions of Section 7(e)) held by each holder of Rights.
Exchange Ratio. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder:
(a) All shares of Company Common Stock which are held by the Company, any subsidiary of the Company, Parent, Merger Sub or any other affiliate of Parent, shall be canceled.
(b) All issued and outstanding shares of capital stock of Merger Sub shall be converted into 1,000 issued and outstanding shares of Common Stock of the Surviving Corporation.
(c) Each remaining outstanding share of Company Common Stock (other than shares of Company Common Stock held by the Company, Parent, Merger Sub or any other affiliate of Parent or any holder who shall have taken the necessary steps under the DGCL to dissent and demand payment, has not subsequently withdrawn or lost such Rights, and is otherwise entitled to such payment under the DGCL, if the DGCL provides for such payment in connection with the Merger ("Dissenting Shares")), shall be canceled and converted into the right to receive the Cash Price and one Escrow Right for each share held (collectively, the "Merger Consideration").
(d) Notwithstanding the foregoing provisions or any other provision of this Agreement to the contrary, Dissenting Shares shall not be converted into the right to receive the Merger Consideration at or after the Effective Time unless and until the holder of such Dissenting Shares withdraws his, her or its demand for such appraisal with the consent of the Company, if required by the DGCL, or becomes ineligible for such appraisal. If such a holder of Dissenting Shares shall withdraw his, her or its demand for such appraisal with the consent of the Company, if required by the DGCL, or shall become ineligible for such appraisal (through failure to perfect or otherwise), then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall automatically be converted into the right to receive the Merger Consideration as provided above. The Company shall give Parent (i) prompt notice of any written demands for appraisals, withdrawals of demands for appraisal and any other instruments served pursuant to Section 262 of the DGCL received by the Company, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL. Except as otherwise provided by law, the Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prio...
Exchange Ratio. 4 FDIC...........................................................................7
