Merger Consideration; Conversion of Shares Sample Clauses

Merger Consideration; Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of the Company, $7.50 par value per share, issued and outstanding immediately prior to the Effective Time (“Company Common Stock”), other than Excluded Shares and Dissenting Shares, shall be converted into and become the right to receive the following consideration (and thereupon shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and shall thereafter represent only the right to receive, upon surrender of such certificate in accordance with Section 1.9(b), the following consideration) (the consideration described in clauses (i) and (ii) below, subject to adjustment in accordance with Section 1.4(d) and Section 8.3(c)(iii), the “Merger Consideration”): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been properly made or deemed made in accordance with Section 1.7 (each a “Cash Electing Share”) shall be converted into the right to receive $307.93 in cash without interest (such per share amount is hereinafter referred to as the “Cash Consideration”); or (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been properly made or deemed made in accordance with Section 1.7 (each a “Stock Electing Share”) shall be converted into the right to receive (such per share amount, together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 1.10, is hereinafter referred to as the “Parent Stock Consideration”) 8.0228 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $4.00 per share, of Parent (the “Parent Common Stock”). (b) The holders of any certificates of Company Common Stock (“Company Stock Certificates”) previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto except as otherwise provided in this Agreement or by law. (c) If, between the date of this Agreement and the Effective Time, shares of Parent Common Stock shall be changed into a different number of shares or a different class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or if a dividend in the form of Parent Com...

Merger Consideration; Conversion of Shares. (a) At the Effective Time, each share of common stock of CNBT, par value $1.00 per share (the "CNBT Common") then issued and outstanding, other than shares the holders of which have duly exercised and perfected their dissenters' rights under the TBCA, shall be automatically converted into the right to receive an amount (the "Merger Consideration") equal to (i) Ninety-Two Million Dollars ($92,000,000), minus the amount of any dividends paid by CNBT to its shareholders during the period from August 1, 2000, to the date of consummation of the Merger in excess of the sum of $0.12 per share per calendar quarter for each of two calendar quarters and one special dividend not exceeding seven cents ($0.07), minus the payments contemplated by Section 12.2. divided by (ii) the number of shares of CNBT Common issued and outstanding as of the Effective Time (and after exercise of all of the Stock Options (as defined in Section 2.2)) The Merger Consideration shall be paid to each holder of the CNBT Common as of the Effective Time as herein provided. (b) CNBT, BOKF, and BOKSub acknowledge and understand that (i) all Stock Options shall be exercised immediately prior to consummation of the Merger, (ii) all shares of CNBT Common issuable upon exercise of the Stock Options shall be deemed issued and outstanding immediately prior to the consummation of the Merger, and (iii) the CNBT Common to be converted into the right to receive the Merger Consideration shall include, without limitation, the CNBT Common to be issued upon the exercise of the Stock Options. (c) At the Effective Time, BOKF shall deposit or cause to be deposited into an interest bearing account at the Bank of Texas, National Association One Million Dollars ($1,000,000) of the Merger Consideration to be governed by Section 11.2 (the "Representation Escrow Funds"). The Merger Consideration less the Representation Escrow Funds is referred to herein as the "Closing Consideration". (d) At the Effective Time, all of the shares of CNBT Common, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of any certificate or certificates that immediately prior to the Effective Time represented outstanding shares of CNBT Common (the "Certificates") or of any holder of Stock Options shall thereafter cease to have any rights with respect to such shares, except the right of such holders to rece...

Merger Consideration; Conversion of Shares. (a) As of the Effective Time, all of the shares of Common Stock of the Company, no par value per share ("Company Stock"), issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, shall be automatically converted to, in the aggregate, shares of Common Stock of the Parent, par value $.01 per share ("Parent Stock") and cash, as follows (collectively, the "Merger Consideration"): (1) a number of shares of Parent Stock equal to the quotient of $1,500,000 divided by the price to the public of a share of Parent Stock offered in the IPO, subject to the post-closing adjustment with respect to such amount as set forth in SECTION 2 below; and (2) cash, certified check, wire transfer or other readily available funds in the amount of $500,000, subject to the post-closing adjustment with respect to such amount as set forth in SECTION 2 below. (b) Each share of Company Stock held in the treasury of the Company immediately prior the Effective Time (if any) shall be canceled without any conversion thereof and no payment shall be made with respect thereto. (c) As of and after the Effective Time, the Surviving Corporation shall not be bound by any options, warrants, rights or agreements with respect to the issuance or acquisition of capital stock of the Company which would entitle any person to own, purchase or receive any capital stock of the Company. As of the date hereof, there are no options, warrants, rights or agreements with respect to the issuance or acquisition of the capital stock of the Company except for the Merger transaction contemplated by this Agreement.

Merger Consideration; Conversion of Shares. The total consideration to be paid to the Shareholders in connection with the Merger (the "Total Merger Consideration") shall be issuance of up to 31,800,000 restricted shares on a one-for-one basis of OCIS Common Stock, par value $.001 per share (the "OCIS Shares"), to the Shareholders on the Closing Date. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Shareholders, the Company, OCIS or the OCIS Subsidiary, each outstanding share of Common Stock of the Company shall be converted into the right to receive one OCIS Share.

Merger Consideration; Conversion of Shares. (a) The aggregate merger consideration for all of the shares of the Company's common stock, no par value (the "Company Common Stock"), outstanding immediately prior to the Effective Time, together with all shares issuable pursuant to Options (as defined in Section 1.6 below) (collectively, the "Converted Shares") but excluding Company Common Stock owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent or Merger Sub or held in treasury of the Company, shall be an amount equal to $42,050,000 (the "Initial Merger Consideration"), adjusted for any increase or decrease made pursuant to subsections 1.5(b) below (the "Merger Consideration"). Subject to Sections 1.8(c) and 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Shareholder of the Company, (i) each share of Company Common Stock and each of the Converted Shares shall be converted into the right to receive the Per Share Merger Consideration ("Per Share Merger Consideration" shall mean the amount derived by dividing the Merger Consideration by the sum of the number of shares of Company Common Stock outstanding immediately prior to Effective Time and the number of Converted Shares), and (ii) each share of the capital stock of the Merger Sub shall become one share of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Merger Consideration; Conversion of Shares. The total consideration to the Shareholders in connection with the Merger (the “Total Merger Consideration”) shall be the issuance of 6,000,000 restricted shares of Thermal Tennis Common Stock, par value $0.001 per share (the “Thermal Tennis Shares”), to the Shareholders on the Closing Date. The issuance of the Thermal Tennis Shares represents an exchange of 6,000,000 Thermal Tennis Shares for 100% of the issued and outstanding capital shares of the Company. The Thermal Tennis Shares shall be issued among the Shareholders as set forth on Exhibit A. The Thermal Tennis Shares will represent 57.70% of the then issued and outstanding shares of Thermal Tennis immediately following the Merger.

Merger Consideration; Conversion of Shares. (a) As of the Effective Time, all of the shares of capital stock of the Company ("Company Stock"), issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, shall be automatically converted to, in the aggregate, shares of common stock of the Parent, par value $.01 per share ("Parent Stock") and cash, as follows (collectively, the "Merger Consideration"): (i) $1,240,000 in U.S. currency delivered by check, wire transfer or other immediately available funds, and (ii) $5,760,000 in unregistered shares of the Parent Stock valued at $8.00 per share. The shares of Parent Stock delivered hereunder shall constitute "restricted securities" under the Securities Act of 1933, as amended and be subject to the restrictions on transfer set forth in this Agreement.

Merger Consideration; Conversion of Shares. (a) Except as set forth in Section 3.10 hereof, the holders of shares of the common stock, $ 0.005 par value per share, of the Company ("Company Common Stock"), including the former holders of the Series C Preferred Stock, $0.01 par value per share of the Company and the Series C-1 Preferred Stock, $0.01 par value per share of the Company (the "Series C Preferred Stock"), all of whom shall convert all Series C Preferred Stock held by them prior to the Effective Time, the holders of Series A Preferred Stock, $0.01 par value per share, of the Company and the Series A-1 Preferred Stock, $0.01 par value per share, of the Company (collectively, the "Series A Preferred Stock") and the holders of the Series B Preferred Stock, $0.01 par value per share, of the Company and the Series B-1 Preferred Stock, $0.01 par value per share, of the Company (collectively, the "Series B Preferred Stock" and, together with the Series A Preferred Stock and the Company Common Stock, the "Company Stock") shall receive shares of the Common Stock $0.001 par value per share, of the Acquiror ("Acquiror Stock") as follows: At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, and subject to Section 3.3, each share of Company Stock (after giving effect to any adjustments in respect of liquidation preference) that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, upon surrender of the certificate formerly representing such share of Company Stock (the "Certificate"), that number of shares of the Acquiror Stock , $0.001 par value per share, as equals the Exchange Ratio; provided, however, that each share of Company Stock that is held in the treasury of the Company or by any subsidiary of the Company immediately prior to the Effective Time shall not be so converted but shall be canceled and retired, and no consideration shall be delivered in exchange therefor; further, provided, that the holders of Series A Preferred Stock and Series B Preferred Stock shall receive additional shares of Acquiror Stock equal in value to their liquidation preference as calculated in accordance with the Exchange Ratio. The "Exchange Ratio" shall be equal to the quotient obtained by dividing (x) $40,000,000 minus the aggregate amount of the liquidation preference to which the holders of Series A Preferred Stock and Series B Preferred Stock are entitled by (y) the total number of Fully Diluted Shares (...

Merger Consideration; Conversion of Shares. 5.1 At the Effective Time, by virtue of the Merger and without any further act or deed by any Person, each share of common stock of Newco then outstanding shall be converted into one share of Toymax Common Stock, all of which shares shall be validly issued, fully paid and nonassessable and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. 5.2 Subject to Sections 5.5 and 5.6, at the Effective Time, by virtue of the Merger and without any further act or deed by any Person, each share of Toymax Common Stock then outstanding (other than any such share then owned by Toymax, a Subsidiary, JAKKS or Newco) shall cease to be outstanding and shall be retired and cancelled, and the holder of each such share immediately prior to the Effective Time shall cease forthwith to have any right with respect to any capital stock of the Surviving Corporation, or any interest therein or in the Assets, but shall thereupon become entitled to receive the Merger Consideration in respect of such share. Notwithstanding anything contained herein to the contrary, if the Value of JAKKS Stock on the Effective Date exceeds $20.6767, JAKKS, at its option, shall be entitled to pay the Merger Consideration entirely in cash, in which case, JAKKS shall pay to each holder of Toymax Common Stock at the Effective Time a cash amount equal to the sum of (i) the Cash Payment and (ii) in lieu of the Stock Payment and the Fractional Share Payment, if any, that would otherwise be payable to such holder (but for this provision), cash in the amount of $1.65 per share of Toymax Common Stock. 5.3 At the Effective Time, by virtue of the Merger and without any further act or deed by any Person, each share of Toymax Common Stock then outstanding owned by Toymax, a Subsidiary, JAKKS or Newco shall cease to be outstanding and shall be retired and cancelled, and no Merger Consideration shall be payable in respect thereof. 5.4 At the Effective Time, by virtue of the Merger and without any further act or deed by any Person, each Option outstanding at the Effective Time shall expire and terminate, and the holder thereof immediately prior to the Effective Time shall cease forthwith to have any right with respect to any capital stock of the Surviving Corporation, or any interest therein or in the Assets, except that the holder of each Option on the Effective Date shall be entitled to receive a JAKKS Option or cash payment, based on the formula set forth on Schedu...

Merger Consideration; Conversion of Shares. The total consideration to be paid to the Company Shareholders in connection with the Merger (the “Total Merger Consideration”) shall be issuance of up to 301,207,000 restricted shares on a ten-for-one basis of ORRV Common Stock, par value $0.001 per share (the “ORRV Shares”), to the Company Shareholders on the Closing Date. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Company Shareholders, the Company, ORRV or the OORV Subsidiary, each outstanding share of Common Stock of the Company shall be converted into the right to receive a pro rata amount of ORRV Shares.