Merger Consideration Conversion of Securities. (a) Merger Consideration. The “Aggregate Merger Consideration” payable by Parent upon the Closing shall consist of the following: (i) 17,177,066 shares of Parent Common Stock, (ii) Parent Options to purchase 5,942,078 shares of Parent Common Stock (on identical exercise terms as the Company Options being exchanged), and (iii) Parent Warrants to purchase up to 9,883,233 shares of Parent Common Stock (on identical exercise terms as the Company Warrants being exchanged). The Aggregate Merger Consideration for the shareholders of the Company as of the Effective Time (collectively, the “Shareholders”) and for each optionee and warrant holder of the Company is set forth on Schedule 1.5(a).
Merger Consideration Conversion of Securities. Section 3.1 Manner and Basis of Converting Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent or Acquisition Corp. or the holders of any outstanding shares of capital stock or other securities of the Company, Parent or Acquisition Corp.:
Merger Consideration Conversion of Securities. EXCHANGE OF CERTIFICATES
Merger Consideration Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of First Commercial, Bancshares or the holder of any of the securities of such corporations:
(a) Each share of Bancshares Stock issued and outstanding immediately prior to the Effective Time (other than shares as to which dissenters' rights have been perfected and not withdrawn or otherwise forfeited under applicable Arkansas law ("Dissenting Shares")) shall be canceled and extinguished and be converted into the right to receive that number of shares of First Commercial Stock equal to the result obtained by dividing (Y) 3,412,457 (the number of shares of First Commercial Stock to be issued in the Merger) by (Z) the number of outstanding shares of Bancshares Stock on the Closing Date (such consideration, as well as any payment due in lieu of fractional shares of First Commercial Stock as hereinafter provided being herein referred to as the "Merger Consideration"); provided, however, that in the event after the date hereof the shares of First Commercial Stock at any time outstanding prior to the Closing Date shall be subdivided, by reclassification, recapitalization, stock dividend, or otherwise, into a greater number of shares without the actual receipt by First Commercial of consideration (at least equal to book value) for the additional number of shares so issued, or the number of shares of First Commercial Stock at any time outstanding shall be reduced, by reclassification, recapitalization, reduction of capital stock, or otherwise, or the outstanding shares of First Commercial Stock shall be reclassified or changed other than in such manner, then the number of shares of First Commercial Stock that each holder of Bancshares Stock shall be deemed to have the right to receive shall be adjusted accordingly to the nearest 10,000th share of First Commercial Stock.
(b) No fractional shares of First Commercial Stock shall be issued as part of the Merger, and in lieu of fractional shares, First Commercial shall pay a sum in cash equal to the value of any such fractional share of First Commercial Stock to which any holder of Bancshares Stock shall be entitled determined on the basis of the last reported sales price on the Closing Date for shares of First Commercial Stock on the Nasdaq National Market.
(c) At and after the Effective Time, there shall be no transfers on the stock transfer books of Bancshares with respect to shares of Bancshares Stock issued and outstanding immediately...
Merger Consideration Conversion of Securities. Section 3.1 Manner and Basis of Converting Capital Stock................................................7 Section 3.2 Surrender and Exchange of Certificates......................................................8 Section 3.3 Options, Warrants...........................................................................9 Section 3.4 Parent Common Stock........................................................................10
Merger Consideration Conversion of Securities. (a) Merger Consideration Definitions. for Company Stock. The “Aggregate Merger Consideration” payable by Parent upon the Closing shall be forty-four million four hundred and forty thousand (44,440,000) shares of Parent Common Stock. The “Pro Rata Merger Consideration” for each share of Company Common Stock shall be four hundred and forty-four and four tenths (444.40) shares of Parent Common Stock. The Pro Rata Merger Consideration for each stockholder of the Company as of the Effective Time (collectively, the “Stockholders”) is set forth on Schedule 1.5(a).
Merger Consideration Conversion of Securities. On the Closing Date, by virtue of the Merger and without any action on the part of Parent, Citadel, the Company or the holder of any of the securities of such corporations:
Merger Consideration Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the parties or the holders of any of the respective securities:
1.6.1 The Shares will be converted into the right to receive, on the Closing Date (as hereinafter defined), a combination of cash and Century common stock, par value $.01 per share ("Century Stock"). The merger consideration ("Merger Consideration") will consist off Five Million Two Hundred Nine Thousand Five Hundred and Twenty-One Dollars and Eighty-Eight Cents ($5,209,521.88) in cash via wire transfer of immediately available funds to an account designated prior to Closing and 459,662 shares of Century Stock (the "Closing Date Payment"). In addition, the Shareholders will have the opportunity to receive a combination of cash and Century Stock based upon the earn-out formula set forth on Exhibit B attached hereto and made a part hereof (the "Earn-out Payment"). The Century Stock that constitutes the Closing Date Payment shall be paid in accordance with Section 8.1 hereof. The number of shares of Century Stock issuable to the Shareholders was determined based upon the closing price of Century Stock on the NASDAQ System on February 12, 1998. The Closing Date Payment will be delivered to the Shareholders in the respective amounts set forth opposite each Shareholder's name on Exhibit A.
1.6.2 The Shares will be canceled immediately following the payment of the Closing Date Payment. Each common share of MDI Inc. and MDI II held in the treasury of MDI Inc. or MDI II will automatically be canceled and retired without any conversion thereof.
Merger Consideration Conversion of Securities. (a) Merger Consideration Definitions for Company Stock. The “Aggregate Merger Consideration” payable by Foreign Parent upon the Closing shall be 6,195,494 shares of Foreign Parent Stock. The Pro Rata Merger Consideration (“Pro Rata Merger Consideration”) for each stockholder of the Company as of the date hereof (collectively, the “Stockholders”) is set forth on Schedule 1.5(a) and is subject to adjustment as set forth in Section 1.8 below. The Company will deliver to Foreign Parent the final Pro Rata Merger Consideration for each Stockholder as of the Effective Time (the “Final Merger Consideration Spreadsheet”).
Merger Consideration Conversion of Securities. 3.1 Calculation and Payment of the Merger Consideration.
