Merger Consideration; Effect on Company Capital Stock Sample Clauses

Merger Consideration; Effect on Company Capital Stock. Treatment of Company Options and Company Common Stock Warrants. (a) Merger Consideration. (i)The “Merger Consideration” will consist of (1) $35,000,000 plus (2) the Adjustment Amount plus (3) the Company Cash (including the cash proceeds held by the Company resulting from the exercise prior to the Closing of any Company Options and Company Common Stock Warrants) as of the open of business on the Closing Date minus (4) the total amount of Specified Transaction Expenses minus (5) the Company Debt as of the open of business on the Closing Date (except to the extent that Company Debt is included in the calculation of the Company’s Net Working Capital) minus (6) the Company Change in Control Payments due at Closing minus (7) the Russian Purchase Price minus (8) the Russian Signing Bonuses. (ii)The “Escrow Fund” will consist of (i) the Indemnity Portion, (ii) the Adjustment Portion and (iii) the Shareholders’ Agent Expense Portion; which will all be withheld from the Merger Consideration and deposited with Wilmington Trust, N.A. (the “Escrow Agent”). The Escrow Fund will be held and distributed as provided in the Escrow Agreement and as described in this Agreement.

Merger Consideration; Effect on Company Capital Stock. (a) Subject to Sections 1.9 and 1.10 below, the aggregate consideration to be paid by Parent and Merger Sub in the Merger (the “Base Merger Consideration”) to the Stockholders and the Option Holders shall be an amount in cash equal to $122,600,000. The Base Merger Consideration, increased or decreased on account of the adjustments set forth in Section 1.10, is referred to as the “Merger Consideration.” The Merger Consideration less the Escrow Amount (as defined below) is hereinafter referred to as the “Initial Merger Consideration.” The Escrow Amount, as such amount may be reduced through distributions in accordance with the Escrow Agreement is referred to in this Agreement as the “Subsequent Merger Consideration.” (b) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders: (i) each share of the capital stock of the Company (“Capital Stock”) held in the treasury of the Company shall be cancelled and extinguished without any conversion thereof, and no payment or distribution shall be made with respect thereto; (ii) each Stockholder shall have its shares cancelled and extinguished (except for Dissenting Shares (as defined below)) at the Closing and shall only be entitled to receive, for each share of Capital Stock owned immediately prior to the Effective Time, an amount equal to: (A) at Closing, in the case of each share of Class A common stock, $.001 par value per share, of the Company (“Common Stock”), an amount of cash equal to the Common Stock Per Share Initial Merger Consideration; (B) at Closing, in the case of each share of Series A-1 Preferred Stock, par value $.001 per share (“Series A-1 Preferred”), Series B-1 Preferred Stock, par value $.001 per share (“Series B-1 Preferred”), Series B-3 Preferred Stock, par value $.001 per share (“Series B-3 Preferred”), Series C-1 Preferred Stock, par value $.001 per share (“Series C-1 Preferred”), and Series D Preferred Stock (“Series D Preferred”), the respective amounts of cash set forth on the Allocation Schedule (as defined below) (collectively, the “Initial Preferred Stock Amount”); (C) subsequent to the Closing in accordance with Section 1.9, in the case of each share of Common Stock held by a Principal Stockholder, an amount of cash from the Escrow Account equal to the Subsequent Per Share Merger Consideration (as defined below); and (D) subsequent to the Closing in accordance with Section 1.9, in the case of each share of ...

Merger Consideration; Effect on Company Capital Stock. 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 Company Stockholders, the following shall occur (the aggregate Parent ADSs and cash payable in the Merger in exchange for Company Capital Stock is referred to in this Agreement as the “Merger Consideration”):

Merger Consideration; Effect on Company Capital Stock. The consideration payable by virtue of the Merger to the holders of shares of the Company’s Capital Stock shall consist of the following:

Merger Consideration; Effect on Company Capital Stock. The aggregate merger consideration (the "Merger Consideration") shall consist of: (a) One Million Dollars ($1,000,000) cash (the "Cash Merger Consideration"); (b) Parent's non-negotiable promissory notes (each, a "Note"), one to each Stockholder pro rata in accordance with their respective share ownership of the Company immediately before the Effective Time (such proportionate shares, the "Stockholder Ownership Percentages"), in an aggregate in a principal amount equal to One Million Four Hundred Thousand Dollars ($1,400,000) plus the amount by which the Final Qualified Net Working Capital exceeds negative One Hundred Thousand Dollars (-$100,000) (or, if the Final Qualified Net Working Capital is less than negative One Hundred Thousand Dollars, then such principal amount shall be equal to One Million Five Hundred Thousand Dollars ($1,500,000) reduced by the Final Qualified Net Working Capital). Each Note shall be in substantially the form of Exhibit B hereto, shall be dated as of the Closing Date but shall be issued in accordance with Section 2.3(e), shall bear interest from the Closing Date at the Prime Rate plus 1.25%, and shall be payable as follows: (i) a payment of accrued but unpaid interest on the first anniversary of the Closing Date; and (ii) subsequent annual payments of principal and accrued but unpaid interest on each of the next four anniversaries of the Closing Date, with the amount of each such payments of principal and interest equaling the sum of (A) the accrued but unpaid interest as of such payment date plus (B)(I) the total amount of principal then outstanding divided by (II) the number of payments of principal then remaining to be paid (such that the portion of the outstanding principal due on each such anniversary would be equal, unless the principal has been prepaid, set off or otherwise reduced, in which case the payments remaining after any such reduction would be equal); and (c) Five Hundred Fifty Thousand (550,000) shares of Parent's common stock, par value $0.01 per share ("Parent Shares"), of which One Hundred Eighty Thousand (180,000) of the Parent Shares shall be the Escrow Shares.

Merger Consideration; Effect on Company Capital Stock. (a) The aggregate merger consideration (the “Merger Consideration”) shall be an amount equal to 2,287,582 shares of the Common Stock of Parent, par value $.00025 per share (the “Stock Merger Consideration”), with an average closing price per share over the last thirty (30) trading days ending and including March 19, 2008 of $7.42 (the “Average Price”), plus $7,000,000 in cash (the “Cash Merger Consideration”). (b) At the Closing, the Parent shall pay to the holders of all Company Stock Options that are vested and in-the-money, in complete satisfaction of all obligations owing from the Company to such holder in respect of such Company Stock Options and in complete cancellation of those vested Company Stock Options, an amount equal to the value of the Company Stock at the Effective Time minus the exercise price of the Company Stock Option times the number of shares issuable upon exercise of such vested outstanding Company Stock Options (the “Spread Value”), such aggregate

Related to Merger Consideration; Effect on Company Capital Stock

Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.
Effect on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.
Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2.
Effect of Merger on Capital Stock (a) The aggregate maximum consideration (the “Merger Consideration”) to be paid in exchange for the acquisition by Parent and Merger Sub of all outstanding Company Stock and all outstanding unexpired and unexercised options that have vested prior to Closing or that will vest in connection with Closing, warrants or other rights to acquire or receive any vested Company Stock, if any, and for the other covenants of the Company provided in this Agreement shall be, subject to adjustment as provided herein, an amount equal to (i) the Closing Amount, plus (ii) the Initial Order Cash Consideration (if any), plus (iii) the Performance Amount (if any), plus (iv) such portion of the Escrow Amount (if any) actually distributed to the Participating Holders pursuant to the terms herein, plus (v) the Post-Closing Adjustment (if any) payable to the Participating Holders pursuant to the terms herein. For the avoidance of doubt and notwithstanding anything herein to the contrary, the Payments Administrator shall not be responsible for processing any payments to be made at Closing, including without limitation the Closing Amount, but shall only be responsible for processing the post-closing payments expressly ascribed to it hereunder (which in no event shall include any amounts subject to wage or payroll tax withholding). (b) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder of any shares of Company Stock or Merger Sub Common Stock, each share of Company Stock (excluding any Restricted Shares to be exchanged pursuant to Section 1.9(c)) issued and outstanding immediately prior to the Effective Time shall automatically cease to be outstanding and shall be canceled and retired and shall cease to exist and will be converted automatically following the surrender of the certificate representing such shares of Company Stock in the manner provided in Section 1.14, into the right to receive, that portion, if any, of the Merger Consideration, without interest, as set forth below: (i) each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Series A Preferred Stock to be canceled pursuant to Section 1.6(b)(iii) and any Dissenting Shares as defined in and to the extent provided in Section 1.15) shall be canceled and converted automatically into the right to receive (A) an amount in cash, without interest, equal to the Series A Per Share Closing Amount, plus (B) the contingent right to receive, in accordance with Section 1.7 hereof, an amount equal to the Pro Rata Initial Order Cash Consideration (if any), plus (C) the contingent right to receive, in accordance with Section 1.8 hereof, an amount equal to the Pro Rata Performance Amount (if any), plus (D) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) any proceeds or distributions of the Escrow Amount (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein), plus (E) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) the Post-Closing Adjustment (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein); provided, however, that, notwithstanding anything in this Agreement to the contrary, upon allocation of Merger Consideration (including, for the avoidance of doubt, the Pro Rata Share of the Escrow Amount and Post-Closing Adjustment, as applicable, initially allocable to each share of Series A Preferred Stock, whether or not actually distributed to the Participating Holders) in the aggregate equal to $21.00 per share of Series A Preferred Stock, no holder of shares of Series A Preferred Stock may receive any further distributions of Merger Consideration in respect of such shares; provided, further, that any funds that remain undistributed following application of the immediately preceding proviso (the “Series A Overflow Funds” and together with the Warrant Overflow Funds, the “Overflow Funds”) shall be distributed in accordance with Section 1.6(b)(ii) below. (ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock to be canceled pursuant to Section 1.6(b)(iii) and any Dissenting Shares as defined in and to the extent provided in Section 1.16) shall be canceled and converted automatically into the right to receive: (A) an amount in cash, without interest, equal to the Common Per Share Closing Amount, plus (B) the contingent right to receive, in accordance with Section 1.7 hereof, an amount equal to the Pro Rata Initial Order Cash Consideration (if any), plus (C) the contingent right to receive, in accordance with Section 1.8 hereof, an amount equal to the Pro Rata Performance Amount (if any), plus (D) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) any proceeds or distributions of the Escrow Amount (if, when and to the extent distributed to the Stockholders pursuant to the terms herein), plus (E) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) the Post-Closing Adjustment (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein), plus (F) an amount in cash, without interest, equal to the product of (x) the Capped Pro Rata Share multiplied by (y) the amount of the Overflow Funds; (iii) each share of Company Stock, if any, held by the Company as treasury stock immediately prior to the Effective Time, shall be canceled and extinguished without any conversion thereof, and no payment or distribution shall be made with respect thereto; (iv) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation, and all of such shares, as converted, shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation; and (v) each share certificate of Merger Sub evidencing ownership of any shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation; and (vi) each share of Company Stock converted pursuant to clauses (i) and (ii) of this Section 1.6(b) shall automatically cease to be outstanding and shall be canceled and retired and shall cease to exist and each holder of a certificate representing any such share of Company Stock shall cease to have any rights with respect thereto, except the right to receive such holder’s respective portion of the Merger Consideration and all payments pursuant to this Section 1.6 shall be made in accordance with the Certificate of Incorporation.
Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).
Recitals Merger Consideration 2.1(b) Merger Sub.....................................................
Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).
No Further Ownership Rights in Company Capital Stock All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any cash paid in respect thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

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