Common use of Exchange Ratio for Company Common Stock Clause in Contracts

Exchange Ratio for Company Common Stock. Subject to Section 2.2, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b)) shall be converted into the right to receive seventy-two hundredths (.72) (the "Exchange Ratio") of a fully paid and nonassessable share of Parent Common Stock. All such shares of the Company Common 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Coherent Communications Systems Corp), Agreement and Plan of Merger (Tellabs Inc)

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Exchange Ratio for Company Common Stock. Subject to Section 2.2, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b)) issued and outstanding immediately before the Effective Time shall be automatically converted into the right to receive seventy-two hundredths (.72) 0.1252 shares (the "Exchange RatioRatio ") of a fully paid and nonassessable share common stock, $.01 par value per share, of Parent the Buyer ("Buyer Common Stock"). All As of the Effective Time, all such shares of the Company Common Stock, when so converted, Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existcanceled, 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 the shares of Parent Buyer Common Stock and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Yesmail Com Inc)

Exchange Ratio for Company Common Stock. Subject to Section 2.2, each Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b2.01(b)) shall be converted into the right to receive seventy-two hundredths (.72) .50 (the "Exchange Ratio") of a fully paid and nonassessable share shares of Parent Common StockStock (the "Merger Consideration"). All such shares of the Company Common Stock, when so converted, Stock converted into the Merger Consideration in accordance with this Section 2.01(c) 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.Merger

Appears in 1 contract

Samples: Agreement and Plan of Merger (Telescan Inc)

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Exchange Ratio for Company Common Stock. Subject to Section 2.21.03(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(b1.02(b)) shall be converted into the right to receive seventy-two hundredths (.72) 2.06 (the "Exchange Ratio") of a fully paid and nonassessable share shares of Parent Common Stock. All such shares of the Company Common Stock, if any, 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 2.21.03, without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magellan Technology Inc)

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