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. 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.
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. (a) The aggregate cash consideration to be paid by Parent in the Merger to holders of outstanding shares of Company Capital Stock, holders of vested In-The-Money Company Options and holders of In-The-Money Company Warrants (collectively, “Company Stockholders”) shall be an amount equal to $48,127,175.54, less the amount of Estimated Company Debt (as defined below), less the amount, if any, by which -$5,325,000 (the “Target Working Capital”) exceeds the Estimated Working Capital (as defined below) or plus the amount, if any, by which the Estimated Working Capital exceeds the Target Working Capital (the “Closing Date Merger Consideration”) (as may be further adjusted pursuant to Sections 1.10, 4A and 7 and the provisions of the Escrow Agreement (as defined below), the “Merger Consideration”). The Merger Consideration shall be payable as set forth in this Section 1.7. Only those (i) holders of Company Capital Stock who have properly transmitted their Certificate(s) or an affidavit attesting to the loss of such Certificate(s), along with a duly completed and validly executed letter of transmittal substantially in the form attached hereto as Exhibit E-1 (each, a “Letter of Transmittal”), (ii) holders of In-The-Money Company Options who have properly submitted a duly completed and validly executed option cancellation substantially in the form attached hereto as Exhibit E-2 (each, an “Option Cancellation”) and (iii) holders of In-The-Money Company Warrants who have properly submitted a duly completed and validly executed warrant cancellation substantially in the form attached hereto as Exhibit E-3 (each, a “Warrant Cancellation”), in each case, along with any other documentation as is reasonably requested from such holder by the Paying Agent (the documents required pursuant to this Section 1.7(a) (including clauses (i), (ii) and (iii) hereof) collectively being referred to as the “Stockholder Closing Documents”) shall be entitled to receive a portion of the Merger Consideration.
Merger Consideration; Effect on Capital Stock. The aggregate consideration to be provided by Parent and Merger LLC for all the outstanding Company capital stock and rights to acquire Company capital stock of the Company shall be $28,054,602.26 (the “Purchase Price”), payable in cash and shares of Parent Common Stock as set forth herein (such cash and Parent Common Stock, 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 LLC, the Company or any Shareholder, the following shall occur:
Merger Consideration; Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Concentra Companies, PPS or the holders of any of the PPS Stock (hereinafter defined):
Merger Consideration; Effect on Capital Stock. (a) At the Closing, Parent shall pay in cash to the Exchange Agent, on behalf of each of the Stockholders, an amount equal to the sum of the Base Cash Amount minus each of (A) the Escrow Amount (which shall be paid by Parent directly to the Escrow Agent), (B) Funded Indebtedness (which shall be paid in cash by Parent to Holdings’s, the Company’s and the Subsidiaries’ lenders, lessors and other creditors as directed by Holdings at the Closing), (C) Transaction Expenses (which shall be paid in cash by Parent as directed by Holdings at the Closing), and (D) $500,000 (which shall be paid in cash into the Reserve Account pursuant to Section 10.04) (the “Reserve Amount”), by wire transfer in immediately available funds. The net amount after the deductions described above (the “Closing Cash Payment”) will be allocated among each of the Stockholders in accordance with their respective Allocable Portions as set forth on Schedule 2.05(a).
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:
Merger Consideration; Effect on Capital Stock. The aggregate maximum consideration to be paid by Parent and Merger Sub for all the outstanding shares of Company Capital Stock and rights to acquire Company Capital Stock at the Closing shall be $300,000,000 in cash, shares of Parent Common Stock and the assumption of Company Options, and subject to adjustment as provided in Sections 1.6(e) and 1.6(f) (such amount, as adjusted pursuant to Sections 1.6(e) and 1.6(f), the “Merger Consideration”), and subject to the deposit of a portion of the Merger Consideration into the Escrow Fund and the Equityholder Agent Reimbursement Set-Aside as provided in Section 1.8. With the exception of the Option Amount that will be reflected in the assumption of Company Options, amounts payable with respect to Dissenting Shares, and any adjustment pursuant to Section 1.15, 55% of the Merger Consideration in the aggregate shall consist of cash (such amount, as adjusted, the “Cash Consideration”) and 45% in the aggregate shall consist of shares of Parent Common Stock (the “Stock Consideration”). For the purposes of determining the number of shares of Parent Common Stock included in the Stock Consideration, each share of Parent Common Stock shall be valued at $17.97 (the “Average Price”). 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, Merger Sub I, the Company or the Equityholders, the following shall occur:
