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. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:
(a) Each VTS Share issued and outstanding at the Effective Time, other than Dissenters' Shares (as defined in Section 3.1(f)), shall be converted into the right to receive Nematron Shares and cash in accordance with Section 3.1(d) (the "Merger Consideration"), determined as follows: the number of Nematron Shares into which each VTS Share shall be converted shall be determined by dividing 67,300 by the total number of VTS Shares outstanding at the Effective Time and the amount of cash into which each VTS Share shall be converted shall be determined by dividing $50,000 by the total number of VTS Shares outstanding at the Effective Time. At the Effective Time, each VTS Share shall cease to be outstanding, shall automatically be canceled and retired and shall cease to exist. Each holder of a stock certificate (a "Certificate") formerly representing VTS Shares shall cease to have any rights with respect thereto except the right to receive, without interest, the Merger Consideration upon the surrender of such Certificate in accordance with Section 3.1(d).
(b) Each VTS Share issued and held by VTS immediately prior to the Effective Time, if any, shall cease to be outstanding, shall automatically be canceled and retired without payment of any consideration therefor and shall cease to exist.
(c) The shares of ISI Common Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding, shall be unaffected by the Merger and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving Corporation. Outstanding certificates representing ISI Shares will continue to represent the number of shares of common stock of the Surviving Corporation following the Effective Time and need not be exchanged for new certificates of the Surviving Corporation by any holders thereof.
(d) Following the Effective Time, each holder of a Certificate or Certificates surrendering such Certificate or Certificates to Nematron shall be entitled to receive in exchange therefor the Merger Consideration. Nematron shall mark xxx Certificates delivered by holders pursuant to this Section as canceled. If a Certificate is lost or destroyed, the registered owner thereof shall be entitled to receive the Merger Consideration to which such registered owner would otherwise be entitled on the surrender of such Certificate by presenti...
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. (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. 3 2.1 Merger Sub Common Stock. 3 2.2 Merger Consideration. 3 2.3 PATY Common Stock. 6
Merger Consideration and Conversion of Shares. The manner and basis of converting in the Merger the outstanding shares of CCS Common Stock (as defined below), CCS Preferred Stock (as defined below) and Merger Sub Common Stock into shares of the capital stock of the Surviving Corporation are as follows:
Merger Consideration and Conversion of Shares. The manner and basis of converting in the Merger the outstanding shares of Pharmathene Common Stock (as defined below) and Pharmathene Preferred Stock (as defined below) into shares of SIGA Common Stock (as hereinafter defined), as well as the manner and basis of converting in the merger the outstanding shares of Merger Sub Common Stock into shares of the capital stock of the Surviving Corporation are as follows:
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.
Merger Consideration and Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:
(a) Each Intec Share issued and outstanding at the Effective Time, other than Dissenters' Shares (as defined in Section 3.1(f)), shall be converted into the right to receive shares of Nematron Common Stock (the "Merger Shares"), the number of which shall be determined as provided below, and a number of Nematron Warrants determined by dividing 125,000 by the number of Intec Shares issued and outstanding at the Effective Time, all in accordance with Section 3.1(d) hereof ("Merger Consideration"), shall cease to be outstanding,
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.
