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 interest holder in the Company shall be converted into the right to receive a number of shares of Buyer Common Stock exchanged at a ratio of each one percent (1%) interest in the Company for 800 fully paid and nonassessable shares of Buyer Common Stock (such fully paid and nonassessable shares of Buyer Common Stock being hereinafter referred to as the "Stock Consideration"). As of the Effective Time, all interest in the Company 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 interest shall cease to have any rights with respect thereto, except the right to receive the Stock Consideration therefor upon the surrender of such certificate in accordance with Section 2.2 hereof, without interest.

Appears in 2 contracts

Samples: Merger Agreement (Billserv Com Inc), Merger Agreement (Clearworks Net Inc)

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Exchange Ratio for Company Common Stock. Subject to Section 2.2, each (i) Each issued and outstanding interest holder share of Company Common Stock (other than shares to be cancelled in the Company accordance with SECTION 2.01(b) and other than Dissenting Shares (as defined in SECTION 2.01(d)) shall be converted into the right to receive a number of $4.50 in cash, without interest (the "MERGER PRICE"). (ii) All shares of Buyer Company Common Stock exchanged at a ratio converted in accordance with paragraph (i) of each one percent (1%this SECTION 2.01(c) interest in the Company for 800 fully paid and nonassessable shares of Buyer Common Stock (such fully paid and nonassessable shares of Buyer Common Stock being hereinafter referred to as the "Stock Consideration"). As of the Effective Time, all interest in the Company shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate representing any such interest shares shall cease to have any rights with respect thereto, except the right to receive the Stock Consideration therefor Merger Price per share, upon the surrender of such certificate in accordance with Section 2.2 hereofSECTION 2.02, without interest.

Appears in 1 contract

Samples: Merger Agreement (Dairy Mart Convenience Stores Inc)

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Exchange Ratio for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b)) issued and outstanding interest holder immediately before the Effective Time, and all rights in the Company respect thereof, shall be automatically converted into 0.262 shares (the right to receive a number "Exchange Ratio ") of shares common stock, $.01 par value per share, of the Buyer ("Buyer Common Stock exchanged at a ratio of each one percent (1%) interest in the Company for 800 fully paid and nonassessable shares of Buyer Common Stock (such fully paid and nonassessable shares of Buyer Common Stock being hereinafter referred to as the "Stock ConsiderationStock"). As of the Effective Time, all interest in the such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate representing any such interest shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the shares of Buyer Common Stock Consideration and any cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2 hereof2.2, without interest.

Appears in 1 contract

Samples: Merger Agreement (Adforce Inc)

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