Common use of Merger Consideration for Company Common Stock Clause in Contracts

Merger Consideration for Company Common Stock. Subject to Section 4.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 4.1(b) and Dissenting Shares (as hereinafter defined)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $17.00 in cash per share, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right (other than in respect of Dissenting Shares) to receive the Merger Consideration pursuant to this Section 4.1(c) upon the surrender of such certificate in accordance with Section 4.2, without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Concord Communications Inc), Agreement and Plan of Merger (Computer Associates International Inc)

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Merger Consideration for Company Common Stock. Subject to Section 4.22.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 4.1(b) and Dissenting Shares (as hereinafter defined)2.1(b) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $17.00 74.50 in cash per sharecash, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right (other than in respect of Dissenting Shares) to receive the Merger Consideration pursuant to this Section 4.1(c2.1(c) and the amount of dividends with a record date prior to the date of the Effective Time to which the holder of shares represented by such Certificate is entitled upon the surrender of such certificate in accordance with Section 4.22.2, without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vital Signs Inc), Agreement and Plan of Merger (General Electric Co)

Merger Consideration for Company Common Stock. Subject to Section 4.22.8, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 4.1(b2.7(b) and Dissenting Shares (as hereinafter defineddefined in Section 2.10(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $17.00 20.25 in cash per share, share (or any such higher price per share of Company Common Stock as may be paid in the Offer) without any interest thereon (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right (other than in respect of Dissenting Shares) to receive the Merger Consideration pursuant to this Section 4.1(c2.7(c) upon the surrender of such certificate in accordance with Section 4.2, without interest2.8.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mapinfo Corp), Agreement and Plan of Merger (Mapinfo Corp)

Merger Consideration for Company Common Stock. Subject to Section 4.22.2, each share of Company Common Stock (other than shares to be cancelled or to be converted into Surviving Corporation Stock in accordance with Section 4.1(b2.1(b) and Dissenting Shares (as hereinafter defineddefined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $17.00 19.50 in cash per share, without interest share or such greater amount as may have been paid to any holder of Shares pursuant to the Offer (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right (other than in respect of Dissenting Shares) to receive the Merger Consideration pursuant to this Section 4.1(c2.1(c) upon the surrender of such certificate in accordance with Section 4.22.2, without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Option Care Inc/De), Agreement and Plan of Merger (Walgreen Co)

Merger Consideration for Company Common Stock. Subject to Section 4.22.2, each share of Company Common Stock (other than (i) shares to be cancelled in accordance with Section 4.1(b2.1(b) and (ii) Dissenting Shares (as hereinafter defineddefined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $17.00 an amount in cash equal to $11.60 per shareshare (the “Company Common Consideration” and, without interest (together with the Company Series B Merger Consideration, the “Merger Consideration”). To the extent any vesting condition or any other condition requiring forfeiture to the Company would otherwise apply to any share of Company Common Stock as of immediately prior to the Effective Time, such vesting or forfeiture condition shall lapse in full as of immediately prior to the Effective Time. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right (other than in respect of Dissenting Shares) to receive the Merger Consideration pursuant to this Section 4.1(c2.1(d) upon the surrender of such certificate in accordance with Section 4.22.2, without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Aspect Communications Corp), Agreement and Plan of Merger (Concerto Software Inc)

Merger Consideration for Company Common Stock. Subject to Section 4.22.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 4.1(b) 2.1(b), any shares of Company Common Stock that are owned by a wholly-owned Subsidiary of the Company, which shall remain outstanding, and Dissenting Shares (as hereinafter defineddefined in Section 2.5(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $17.00 55.00 in cash per share, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right (other than in respect of Dissenting Shares) to receive the Merger Consideration pursuant to this Section 4.1(c2.1(c) upon the surrender of such certificate in accordance with Section 4.22.2, without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kronos Inc)

Merger Consideration for Company Common Stock. Subject to Section 4.2, each Each share of Company Common Stock (other than shares to be cancelled in accordance with Section 4.1(b) and Dissenting Shares (as hereinafter defined2.1(b)) issued and outstanding immediately prior to the Effective Time shall be automatically converted as of the Effective Time into the right to receive $17.00 18.50 in cash per share, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such which as of immediately prior to the Effective Time represented outstanding shares of Company Common Stock (each a “Certificate”) shall cease to have any rights with respect thereto, except the right (other than in respect of Dissenting Shares) to receive the Merger Consideration pursuant to this Section 4.1(c2.1(c) upon the surrender of such certificate Certificate in accordance with Section 4.2, without interest2.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metrologic Instruments Inc)

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Merger Consideration for Company Common Stock. Subject to Section 4.22.2, each share of Company Common Stock (other than (i) shares to be cancelled in accordance with Section 4.1(b2.1(b), (ii) shares owned by any wholly owned Subsidiary of the Company which shall remain outstanding and (iii) Dissenting Shares (as hereinafter defineddefined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $17.00 8.50 in cash per share, without interest share (the "Merger Consideration"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right (other than in respect of Dissenting Shares) to receive the Merger Consideration pursuant to this Section 4.1(c2.1(c) upon the surrender of such certificate in accordance with Section 4.22.2, without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Doubleclick Inc)

Merger Consideration for Company Common Stock. Subject to Section 4.22.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 4.1(b) and Dissenting Shares (as hereinafter defined)) issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled in accordance with Section 2.1(b) and (ii) any Dissenting Shares) (such shares of Company Common Stock, other than those contemplated by the foregoing clauses (i) and (ii), “Eligible Shares”) shall be automatically converted into the right to receive $17.00 in cash per share20.85, without interest thereon (the “Merger Consideration”). As of the Effective TimeTime and upon the conversion thereof, all such shares of Company Common Stock Eligible Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate Certificate or Book-Entry Shares representing any such shares of Company Common Stock Eligible Shares shall cease to have any rights with respect thereto, except the right (other than in respect of Dissenting Shares) to receive the Merger Consideration pursuant to this Section 4.1(c2.1(c) upon the surrender of such certificate in accordance with the provisions of Section 4.2, without interest2.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gp Strategies Corp)

Merger Consideration for Company Common Stock. Subject to Section 4.22.2, each share of Company Common Stock (other than (i) shares to be cancelled in accordance with Section 4.1(b2.1(b) and (ii) Dissenting Shares (as hereinafter defineddefined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time Time, including Company Restricted Stock described in Section 2.3 below, shall be automatically converted into the right to receive $17.00 an amount in cash equal to $2.09 per share, without interest share (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right (other than in respect of Dissenting Shares) to receive the Merger Consideration pursuant to this Section 4.1(c2.1(c) upon the surrender of such certificate in accordance with Section 4.22.2, without interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zomax Inc /Mn/)

Merger Consideration for Company Common Stock. Subject to Section 4.22.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 4.1(b2.1(b) and Dissenting Shares (as hereinafter defineddefined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $17.00 19.00 in cash per share, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right (other than in respect of Dissenting Shares) to receive the Merger Consideration pursuant to this Section 4.1(c2.1(c) upon the surrender of such certificate in accordance with Section 4.22.2, without interest. Notwithstanding the foregoing, each share of Company Common Stock that is owned by any direct or indirect wholly-owned subsidiary of the Buyer (other than the Transitory Subsidiary) or the Company shall remain outstanding following the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Dental Partners Inc)

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