Merger Consideration; Effect on Capital Stock. Subject to the terms and conditions of this Agreement, as of the Effective Date, by virtue of the Merger and without any action on the part of any holder of any Company Capital Stock, the following shall occur:
Merger Consideration; Effect on Capital Stock. The aggregate maximum consideration to be provided by Parent and Merger Sub for all the outstanding Company capital stock and rights to acquire Company capital stock of the Company shall be $58,000,000, payable in cash and shares of Parent Common Stock, subject to adjustment as provided in subparagraph (f) below (such amount, as adjusted, the “Purchase Price”, and such Merger consideration, subject to adjustment as provided in subparagraph (f) below, the “Merger Consideration”). On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of Company capital stock, the following shall occur:
Merger Consideration; Effect on Capital Stock. Subject to the terms and conditions of this Agreement, as of the Effective Date, by virtue of the Merger and without any action on the part of any holder of any Company Capital Stock, the following shall occur:
(a) Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation, which shall constitute all of the issued and outstanding stock of the Surviving Corporation.
(b) Each share of Company Capital Stock that is owned by the Company as treasury stock immediately prior to the Effective Date shall automatically be cancelled and retired and shall cease to exist and no payment shall be made or consideration delivered in exchange therefore (the “Excluded Shares”).
(c) Each issued and outstanding share of Common Stock (other than shares to be cancelled pursuant to Section 4.1(b) and Dissenting Shares) issued and outstanding immediately prior to the Effective Date shall automatically be converted into and become the right to receive, without interest, the Common Stock Price Per Share. The holders of Common Stock will have no further rights against the Company, Parent or Merger Sub, or any of their respective Affiliates or any of their respective officers, directors, employees, agents, consultants, independent contractors or shareholders, in respect of any Common Stock from and after the Effective Date and after the payment required to be made to such holder of Common Stock pursuant to this Section 4.1(c) and shall look solely to the Stockholders’ Agent for payment of their respective Applicable Percentage Interest of any Earnout Payments, Working Capital Adjustment in favor of the Sellers and/or proceeds of the Escrow Fund or the Supplemental Escrow received by the Stockholders’ Agent.
(d) Each Company Option outstanding immediately prior to the Effective Date pursuant to any of the Company’s stock option plans or otherwise will at the Effective Date automatically be cancelled and the holder of such Company Option will, in full settlement of such Company Option and in exchange for the surrender to the Company of any certificate or other document evidencing such Company Option, receive from the Company an amount, in cash equal to the product of (x) the positive difference, if any, of the Common Stock Price Per Share less the exercise price per share of Common Stock of su...
Merger Consideration; Effect on Capital Stock. The consideration to be paid by Parent in exchange for the acquisition of all outstanding Company Common Stock shall be (i) secured promissory notes payable for an aggregate principal amount of $250,000 in the form of Exhibit A hereto (the "First Notes"), (ii) 311,284 shares of Parent Common Stock, and (iii) the contractual obligation to issue up to 125,000 additional shares of Parent Common Stock in the event that certain milestones are reached as evidenced by the Earn-Out Plan attached hereto as Exhibit C."
Merger Consideration; Effect on Capital Stock. (a) Merger Consideration; Conversion. The aggregate number of shares of common stock of Parent, par value $.0001 per share ("Parent Common Stock"), to be issued and delivered by Parent (including Parent Common Stock to be reserved for issuance upon exercise of any Company Options (as defined in Section 1.6(e)) in exchange for the acquisition by Parent of all outstanding capital stock of the Company and the assumption by Parent of all outstanding Company Options as provided in Section 1.6(e) shall be the Merger Consideration Share Number (as defined below), such consideration having an aggregate value of $47 Million (the "Merger Consideration") No adjustment shall be made in the Merger Consideration Share Number as a result of any proceeds received by the Company from the date hereof to the Closing Date pursuant to the exercise of any Company Options. Subject to the terms and conditions of (i) this Agreement, including Sections 1.6(c) and 1.6(h) hereof, and (ii) the Escrow Agreement (as defined in Section 7.2(d)), at the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company, the holders of any shares of Company capital stock or the holders of any capital stock of Merger Sub, each share of common stock of the Company, no par value per share ("Company Common Stock"), issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) will be canceled and extinguished and be converted automatically into the right to receive from Parent that number of shares of Parent Common Stock equal to the Exchange Ratio. For purposes of this Agreement, the following definitions shall apply:
Merger Consideration; Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Target or the holders of the Target Shares (the “Target Stockholders”), each Target Share issued and outstanding immediately prior to the Effective Time shall be converted and exchanged into the right to receive one share of Acquiror’s Common Stock. After the Effective Time, any certificates representing shares of Target Stock shall represent only the right to receive the consideration set forth in this Section 1.5.
(a) The aggregate consideration shall consist of two million five hundred thousand (2,500,000) validly issued, fully paid and nonassessable shares of the common stock of Acquiror, subject to Section 1.5(c) regarding fractional shares and ARTICLE V regarding indemnification (the “Shares”). The Shares shall be paid to the Target Stockholders as set forth on Schedule 1.5(a).
Merger Consideration; Effect on Capital Stock and Membership Interests of Constituents; Post-Closing Adjustment;
Merger Consideration; Effect on Capital Stock. (a) The aggregate merger consideration payable hereunder is $71,000,000 (the “Base Purchase Price”) plus the Section 12.2 Consideration (the “Merger Consideration”). The Merger Consideration (and the Per Share Merger Consideration) is subject to adjustment as provided in Section 4.1.1 and as otherwise expressly provided herein, and shall be payable if and when to the extent provided herein.
(b) At the Effective Time by virtue of the Merger and without any action on the part of the Corporation, the Purchaser, the Merger Sub or the Shareholders, each Share of the Corporation shall be converted into the right to receive the Per Share Merger Consideration, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Shareholder shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration payable with respect thereto in accordance with this Agreement (which shall include the right to receive a pro rata share of amounts to be released to the Shareholders pursuant to the Special Escrow Agreement and the Regular Escrow Agreement), provided, that the foregoing shall not limit any rights of the Shareholders to receive any other payments required to be made to the Shareholders under this Agreement. Exhibit L sets forth, with respect to each of the Shareholders: (i) the portion of the Closing Payment payable to such Shareholder; and (ii) such Shareholder’s percentage interest in the Section 12.2 Consideration, any release of the Aggregate Escrow Amount to the Shareholders and any other amounts paid to the Shareholders pro rata in accordance with their relative Share ownership of the Corporation immediately prior to the Merger. The Parties acknowledge that the portion of the Per Share Merger Consideration associated with the Closing Payment shall be delivered and received by the Shareholders at the Closing.
(c) Each share of common stock of the Merger Sub outstanding immediately prior to the Effective Time shall continue to be outstanding and shall be a share of the common stock of the Surviving Corporation.
Merger Consideration; Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or the holders of the following securities:
Merger Consideration; Effect on Capital Stock. The manner and basis of converting, exchanging or canceling the shares of capital stock of each of the Constituent Corporations into or for capital stock of the Surviving Corporation, shall be as follows:
(i) each share of common stock, $0.01 par value per share, of Merger Co. issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, $0.01 par value per share, of the Surviving Corporation;
(ii) the Membership Interests shall be cancelled and, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding and be automatically converted into the right to receive, at the Effective Time, the Note and the Holding Company Stock (together, the “Merger Consideration”); and
(iii) the Rollover Options shall be cancelled and, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding and be automatically converted into the right to receive, at the Effective Time, options to purchase an aggregate of 3,000,000 shares of the common stock of Holdings pursuant to the Equity Participation Plan in the amounts set forth on Schedule 6.3(a) for a purchase price of $0.25 per share.
