Manner of Conversion of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Base Ten, Newco, the Company, or any stockholder thereof, the shares of capital stock of the Parties shall be converted as follows:
Manner of Conversion of Stock. 2.1 Outstanding stock of the Company. Upon the Effective Date, by virtue of the Merger, each share of Common Stock outstanding immediately prior thereto (other than Common Stock held by Holdings and Common Stock held by the Company as treasury stock) shall be converted into the right to receive $11.00 per share in cash (the "Merger Consideration"), upon surrender of the stock certificates representing such Common Stock in accordance with Section 2.2 herein, with any fractional shares issuable to a registered owner of Common Stock in the aggregate to be rounded up to the nearest whole share. Each outstanding share of Common Stock owned by Holdings or held by the Company as treasury stock will be cancelled.
Manner of Conversion of Stock. (a) Tomax Utah Common Stock. Upon the Effective Date of the Merger, each share of Common Stock of Tomax Utah issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such shares or any other person, be converted into and exchanged for one share of fully paid and nonassessable Common Stock, $.001 par value, of the Surviving Corporation. No fractional shares of Common Stock shall be issued upon such reverse stock split; any fractional shares that would otherwise result as to any holder shall be rounded up to the nearest whole share.
Manner of Conversion of Stock. 2.1 View Tech Securities Upon the Effective Date of Merger, (i) each share of View Tech Common Stock, no par value, issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the holders of such shares or any other person, be converted into and exchanged for one fully paid and nonassessable share of Common Stock, $.0001 par value per share, of the Surviving Corporation, and all options (the "VIEW TECH OPTIONS") to purchase View Tech Common Stock under the View Tech Stock Option Plan, or issued outside of such plan, and all warrants to purchase View Tech Common Stock (the "VIEW TECH WARRANTS"), outstanding immediately prior to the Merger will be assumed by View Tech Delaware, and will continue to have, and be subject to, the same terms and conditions of each such option and as set forth in the View Tech Stock Option Plan, if applicable, immediately prior to the Merger, except that such options, warrants and conversion rights will be exercisable for such number of shares of View Tech Delaware Common Stock as is equal to the number of shares of View Tech Common Stock that were issuable upon exercise of such options and warrants immediately prior to the Merger.
Manner of Conversion of Stock. YES! California Common Stock. Upon the Effective Date of the Merger, each share of YES! California Common Stock, no par value, issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such shares or any other person, be changed and converted into and exchanged for one fully paid and nonassessable share of Common Stock, $.001 par value, of the Surviving Corporation.
Manner of Conversion of Stock. 3.1 SkyStream-California Common Shares. Upon the Effective Date of the Merger, each share of SkyStream-California Common Stock, no par value, issued and outstanding immediately prior thereto shall by virtue of the Merger and without any action by the Constituent Corporations, the holder of such shares or any other person, be converted into and exchanged for one fully paid and nonassessable share of Common Stock, $.001 par value, of the Surviving Corporation. No fractional share interests of Surviving Corporation Common Stock shall be issued. In lieu thereof, any fractional share interests to which a holder would otherwise be entitled shall be aggregated.
Manner of Conversion of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub or the Company, the shares of capital stock of Merger Sub and the Company shall be converted as follows:
Manner of Conversion of Stock. 3.1 The Company's Common Stock. At the Effective Time of the Merger, each share of the Company's common stock, no par value, issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such share or any other person, be converted into and exchanged for one fully paid and nonassessable share of common stock, $.001 par value, of the Surviving Corporation.
Manner of Conversion of Stock. (a) OmniVision-California Common Shares. Upon the Effective Date of ----------------------------------- the Merger, each share of OmniVision-California Common Stock, no par value, issued and outstanding immediately prior thereto shall by virtue of the Merger and without any action by the Constituent Corporations, the holder of such shares or any other person, be converted into and exchanged for one (1) fully paid and nonassessable share of Common Stock, $.001 par value, of the Surviving Corporation. No fractional share interests of Surviving Corporation Common Stock shall be issued. In lieu thereof, any fractional share interests to which a holder would otherwise be entitled shall be aggregated.
Manner of Conversion of Stock. 3.1 Callaway Golf California Common Stock. Upon the Effective Date of the Merger, each share of Callaway Golf California Common Stock, no par value, issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such shares or any other person, be changed and converted into and exchanged for one fully paid and nonassessable share of Common Stock, $.01 par value, of the Surviving Corporation.
