Common use of Merger Consideration; Conversion of Shares of Company Common Stock Clause in Contracts

Merger Consideration; Conversion of Shares of Company Common Stock. At the Effective Time, as a result of the Merger and without any action on the part of the Parties or any holder of any capital stock of the Company, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time other than Excluded Shares (such shares of Company Common Stock, the “Eligible Shares”) shall automatically be converted into, and become exchangeable for, 0.984 (the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent Common Stock (the “Merger Consideration”).

Appears in 1 contract

Samples: Merger Agreement (Spectra Energy Corp.)

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Merger Consideration; Conversion of Shares of Company Common Stock. At the Effective Time, as a result by virtue of the Merger and without any action on the part of the Parties or any holder of any capital stock of the Company, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time other than Excluded Shares (such shares of Company Common Stock, the “Eligible Shares”) shall automatically be converted intointo the right to receive cash in the amount of $13.10 per share, and become exchangeable for, 0.984 (the “Exchange Ratio”) subject to any required withholding of a validly issued, fully paid and non-assessable share of Parent Common Stock Taxes (the “Merger Consideration”).

Appears in 1 contract

Samples: Merger Agreement (Majesco)

Merger Consideration; Conversion of Shares of Company Common Stock. At the Effective Time, as a result by virtue of the Merger and without any action on the part of the Parties or any holder of any capital stock of the Company, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time other than Excluded Shares (such shares of Company Common Stock, the “Eligible Shares”) shall automatically be converted intointo the right to receive cash in the amount of $16.00 per share, and become exchangeable for, 0.984 (the “Exchange Ratio”) subject to any required withholding of a validly issued, fully paid and non-assessable share of Parent Common Stock Taxes (the “Merger Consideration”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Majesco)

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Merger Consideration; Conversion of Shares of Company Common Stock. At the Effective Time, as a result by virtue of the Merger and without any action on the part of the Parties or any holder of any capital stock of the Company, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time other than Excluded Shares (such shares of Company Common Stock, the “Eligible Shares”) shall automatically be converted into, and become exchangeable for, 0.984 (into the “Exchange Ratio”) right to receive cash in the amount of a validly issued, fully paid and non-assessable $23.04 per share of Parent Common Stock (the “Merger Consideration”).

Appears in 1 contract

Samples: Merger Agreement (Verifone Systems, Inc.)

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