Merger Consideration Conversion. The aggregate consideration to be paid to the holders of the HSH Common Stock in the Merger shall be an aggregate number of shares of HSMG Common Stock constituting 90% of the issued and outstanding shares of HSMG Common Stock immediately following the Closing, assuming issuance of the shares of HSMG Common Stock to be issued pursuant to Section 2.07 (the “Merger Consideration”), to be paid as set forth in this Section 2.04. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:
(a) Each share of HSH Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 2.04(b), if any), shall, by virtue of the Merger and without any action on the part of HSMG, HSH, Merger Sub or the holder thereof, be converted into and shall become fully paid and nonassessable shares of HSMG Common Stock, at an exchange rate of as required to cause the number of shares of HSMG Common Stock issued to the holders of the HSH Common Stock to be 90% of the issued and outstanding shares of HSMG Common Stock immediately following the Closing, assuming issuance of the shares of HSMG Common Stock to be issued pursuant to Section 2.07, which 90% of the issued and outstanding shares of HSMG Common Stock is currently expected to result in an exchange ratio of 127.33306 shares of HSMG Common Stock per share of HSH Common Stock (as ultimately so determined, the “Exchange Ratio”), with any fractional shares of HSMG Common Stock being rounded to the nearest whole share of HSMG Common Stock. The Exchange Ratio shall be finally determined by the Parties prior to the Closing.
(b) Each share of HSH Common Stock issued and outstanding immediately prior to the Effective Time that is owned by HSMG or Merger Sub and each share of HSH Common Stock that is owned by HSH as treasury stock shall be canceled and retired and cease to exist, and no payment or distribution shall be made with respect thereto;
(c) All shares of HSH Common Stock converted pursuant to this Section 2.04, shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of HSH Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the terms herein.
Merger Consideration Conversion. 8 EXCHANGE OF CERTIFICATES REPRESENTING SHARES.........................5 1.9
Merger Consideration Conversion. OR CANCELLATION OF SHARES IN THE MERGER; DISSENTING SHARES 6 Section 3.1 Consideration for the Merger; Conversion or Cancellation of Shares in the Merger........... 6 Section 3.2 Stockholders Meeting....................................................................... 7 Section 3.3 Payment for Shares in the Merger........................................................... 8 Section 3.4 Transfer of Shares After the Effective Time................................................ 9 Section 3.5 Stock Options and Associate Purchase Plan.................................................. 9 Section 3.6
Merger Consideration Conversion. At the Effective Time, by virtue of the Merger and without any action on the part of EDT, Acquisition Subsidiary, Learning-Edge or the Key Holder:
(a) CONVERSION OF LEARNING-EDGE STOCK. The shares of common stock of Learning-Edge, par value $0.01 per share (the "LEARNING-EDGE STOCK") issued and outstanding immediately prior to the Effective Time (other than the Learning-Edge Stock, if any, owned by EDT, Acquisition Subsidiary or any other subsidiary of EDT (the "EDT GROUP")) shall be converted and exchanged, without any action of the part of the Stockholders, into the right to receive the following (collectively, the "MERGER CONSIDERATION"), subject to adjustment pursuant to SECTION 1.9:
(i) An aggregate amount of Nine Hundred Seventy-Five Thousand Dollars ($975,000) in the form of 1,950,000 validly issued, fully paid and nonassessable shares of the common stock, par value $0.001 per share, of EDT (the "EDT STOCK"), (with such number of shares determined by dividing such dollar amount by the average closing price of EDT Stock for the five trading dayperiod ending on June 15, 2001); and
(ii) An aggregate amount of Nine Hundred Thousand Dollars ($900,000) in the form of promissory notes (the "NOTES"), the form of which is attached as EXHIBIT A hereto, bearing an annual interest rate of 7 1/2%, with such interest thereon payable on a quarterly basis from and after the Effective Time and the principal thereon payable on the earlier to occur of: (x) the closing of funding (whether debt or equity and whether a single transaction or a series of related or unrelated transactions) obtained by EDT subsequent to the Closing Date with aggregate proceeds of at least five million dollars ($5,000,000), (y) the closing of an underwritten offering of EDT Stock by EDT with aggregate proceeds of at least five million dollars ($5,000,000), or (z) the payment schedule provided in the respective Notes; PROVIDED THAT, in reference to clauses (x) and (y) above, if the aggregate proceeds thereof are (A) equal to three million dollars ($3,000,000), twenty-five percent (25%) of the principal of the Notes shall be repaid; (B) greater than three million dollars ($3,000,000) but less than three million five hundred thousand dollars ($3,500,000), forty percent (40%) of the principal of the Notes shall be repaid; (C) equal to or greater than three million five hundred thousand dollars ($3,500,000) but less than four million dollars ($4,000,000), fifty-five percent (55%) of the principal ...
Merger Consideration Conversion. 7 3.1 MERGER............................................... 7 3.2
Merger Consideration Conversion. OR CANCELLATION OF SHARES IN THE MERGER 4.1. Share Consideration for the Merger; Conversion or Cancellation of Shares in the Merger......................................................................... 3 4.2. Payment for Shares in the Merger............................................... 5 4.3.
Merger Consideration Conversion. The aggregate number of shares of common stock of Parent, par value $.01 per share ("Parent Common Stock"), to be issued
Merger Consideration Conversion. At the Effective Time, by virtue of the Merger and without any action on the part of EDT, Acquisition Subsidiary, or ThoughtWare:
Merger Consideration Conversion
