Merger Consideration and Conversion of Shares Sample Clauses

Merger Consideration and Conversion of Shares. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Gart, MergerSub, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares and shares to be cancelled pursuant to Section 2.2.2) shall be cancelled and shall be converted automatically into the right to receive an amount equal to $7.00 in cash, without interest (subject to adjustment as provided in Section 2.2.1(b), the "Cash Consideration"), and 0.55 (subject to adjustment as provided in Section 2.2.1(b), the "Conversion Ratio") validly issued, duly authorized, fully paid and non-assessable shares of Gart Common Stock (subject to adjustment as provided in Section 2.2.1(b), the "Stock Consideration" and, together with the Cash Consideration and the Cash In Lieu (as defined in Section 2.2.4), the "Merger Consideration"), payable to the holder thereof upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in Section 2.3 (the shares of Company Common Stock being converted into the right to receive the Merger Consideration are hereinafter referred to as the "Other Shares"). (b) In the event that the closing sale price of a share of Gart Common Stock on the Closing Date (the "Closing Sale Price") is less than $9.50, then the amount of the Cash Consideration, the Conversion Ratio and the Stock Consideration shall be adjusted automatically as follows: (i) first, the dollar value per share of the Merger Consideration shall be determined by adding (A) the Cash Consideration (before giving effect to this Section 2.2.1(b)) to (B) the result of multiplying the Conversion Ratio (before giving effect to this Section 2.2.1(b)) by the Closing Sale Price (such amount being referred to as the "Dollar Value Per Share"); (ii) next, the amount of the Cash Consideration shall be adjusted to equal the result of multiplying 0.57 by the Dollar Value Per Share; (iii) next, the Conversion Ratio shall be adjusted to equal the result of dividing (A) the amount determined as (x) the Dollar Value Per Share minus (y) the Cash Consideration (after giving effect to this Section 2.2.1(b)) by (B) the Closing Sale Price; and (iv) finally, the amount of the Stock Consideration shall be adjusted using the adjusted Conversion Ratio determined in accordance with clause (iii) immediately...

Merger Consideration and Conversion of Shares. Subject to the provisions of this Article II, at the Effective Time, by virtue of the Merger and without any action on the part of the parties or their respective shareholders, all outstanding and issued shares of Bank of York Common Stock shall be converted as follows: (a) Each share of Bank of York Common Stock (other than any Dissenting Shares (as defined in Section 2.2)) issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the record holder thereof, be canceled and converted into and represent the right to receive $1,500.00 in cash (the “Per Share Consideration”), which is the quotient obtained by dividing $15,000,000 by the 10,000 shares of Bank of York Common Stock which are outstanding as of the date of this Agreement. The aggregate of the Per Share Consideration to be paid by Investar in respect of all shares of Bank of York Common Stock (other than any Dissenting Shares) shall be referred to the “Merger Consideration.” (b) All of the shares of Bank of York Common Stock converted into the Per Share Consideration pursuant to Section 2.1(a) and the Dissenting Shares will no longer be outstanding and will automatically be canceled and retired and will cease to exist as of the Effective Time, and each certificate previously representing any such shares of Bank of York Common Stock (each, a “Certificate”) will thereafter represent solely the right to receive the Per Share Consideration or such other amount to which the Dissenting Shares shall be entitled. Certificates previously representing shares of Bank of York Common Stock (other than Dissenting Shares) will be exchanged for the Per Share Consideration upon the surrender of such Certificates in accordance with Section 2.3, without any interest thereon. (c) Each share of Bank of York Common Stock, if any, held in the treasury of Bank of York immediately prior to the Effective Time shall be canceled without any conversion and no payment or distribution shall be made with respect thereto.

Merger Consideration and Conversion of Shares. (a) The consideration to be paid for all issued and outstanding shares of BMT Common Stock shall consist of (i) $10,000,000 in cash (the "Cash Consideration"), and (ii) 2,500,000 shares of UroQuest Common Stock (the "Share Consideration") after giving effect to the planned 1 for 3.5 reverse stock split in connection with the reincorporation of UroQuest into Delaware. (b) At the Effective Time of the Merger, each issued and outstanding share of BMT Common Stock, by virtue of the Merger, and without any action on the part of the holder thereof, automatically shall be converted into and shall become the right to receive, without interest, the following: (i) Cash in the amount equal to the Cash Consideration, divided by the number of shares of BMT Common Stock issued and outstanding as of the Effective Time of the Merger; and (ii) The number of shares of UroQuest Common Stock obtained by dividing the Share Consideration by the number of shares of BMT Common Stock issued and outstanding as of the Effective Time of the Merger."

Merger Consideration and Conversion of Shares. (a) For purposes of this Agreement, the following terms will have the following meanings:

Merger Consideration and Conversion of Shares. Subject to the provisions of this Article II, at the Effective Time, by virtue of the Merger and without any action on the part of Guaranty, Interim Bank or TLB, or the shareholders of any of the foregoing, the shares of the constituent corporations shall be converted as follows: (a) Each share of common stock of Interim Bank issued and outstanding immediately prior to the Effective Time shall remain outstanding and represent one (1) issued and outstanding share of the common stock of the Surviving Bank from and after the Effective Time. (b) The TLB Common Stock issued and outstanding immediately prior to the Effective Time, and the TLB Options and the TLB Warrants outstanding immediately prior to the Effective Time, shall be converted into the right to receive merger consideration (as described in more detail below) having an aggregate value of Fourteen Million Seven Hundred Fifty Thousand and No/100 Dollars ($14,750,000.00), subject to the adjustments set forth in this Section 2.1(b) (as adjusted, the “Merger Consideration”). (i) If the Adjusted Equity (as defined below), as calculated in accordance with this Section 2.1(b) as of the close of business on the Calculation Date (as defined below) and as mutually agreed to by the parties hereto in accordance with Section 2.1(b)(v) is less than Nine Million and No/100 Dollars ($9,000,000.00) (the “Minimum Equity”), the Merger Consideration shall be reduced on a dollar-for-dollar basis by an amount equal to the difference between (i) the Minimum Equity and (ii) the Adjusted Equity as of the Calculation Date. (ii) If the Adjusted Equity as of the close of business on the Calculation Date and as mutually agreed to by the parties hereto in accordance with Section 2.1(b)(v) is greater than the Minimum Equity, the Merger Consideration shall be increased on a dollar-for-dollar basis by an amount equal to the difference between (A) the Adjusted Equity and (B) the Minimum Equity as of the Calculation Date.

Merger Consideration and Conversion of Shares. 3 2.1 Merger Sub Common Stock. 3 2.2 Merger Consideration. 3 2.3 SIGA Common Stock. 5

Merger Consideration and Conversion of Shares. Subject to the provisions of this Article II, at the Effective Time, by virtue of the Merger and without any action on the part of MCBI, Newco or HNBI, or the shareholders of any of the foregoing, the shares of the constituent corporations shall be converted as follows:

Merger Consideration and Conversion of Shares. At the Effective Time, the shares of stock of UroQuest, by virtue of the Merger and without any action on the part of the holders thereof, automatically shall be converted into shares of UroQuest Medical as follows: (a) Each issued and outstanding share of common stock of UroQuest shall be converted, pursuant to a 1-for-3.5 reverse stock split, into 0.285714286 fully paid and non-assessable shares of common stock of the Surviving Corporation. (b) Each issued and outstanding share of UroQuest Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall be converted, pursuant to a 1-for-3.5 reverse stock split, into 0.285714286 fully paid and non-assessable shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock, respectively, of the Surviving Corporation.

Merger Consideration and Conversion of Shares. The shareholders of Surviving Entity immediately prior to the Effective Time shall remain shareholders of Surviving Entity, and each share of stock of Surviving Entity which is issued and outstanding immediately prior to the Effective Time shall continue to be issued and outstanding upon the Merger becoming effective. At the Effective Time, in exchange for each unit of the Merging Entity, Mayde, Inc., Merging Entity’s parent, will receive 600,000 Class B Exchangeable Shares of Surviving Entity and each unit of the Merging Entity will be canceled.

Merger Consideration and Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Subsidiary or the Company: (a) Each of the shares of common stock of the Company, no par value ("Company Shares"), issued and outstanding immediately prior to the Effective Time (other than Company Shares held by the Company as treasury stock or by Buyer, Merger Subsidiary or any other Subsidiary (as defined in Section 9.11) of Buyer) ("Outstanding Company Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive 13.69095 shares ("Buyer Common Stock"), of common stock of Buyer, par value $0.01 per share (the "Per Share Merger Consideration"), payable upon surrender of the certificates formerly representing such Outstanding Company Shares (each, a "Share Certificate") in the manner provided in Section 1.3. All Outstanding Company Shares shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding and be canceled and retired, and each holder of a Share Certificate shall thereafter cease to have any rights with respect to the Company Shares represented thereby except the right to receive the Per Share Merger Consideration therefor, without interest thereon, upon the surrender of the Share Certificate in accordance with Section 1.3. (ii) (b) All Company Shares that are held by the Company as treasury stock and any Company Shares owned by Buyer, Merger Subsidiary or any other Subsidiary of Buyer shall be canceled and no payment shall be made in respect thereof.