Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 in cash, 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 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 to receive the Merger Consideration pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 2 contracts
Samples: Merger Agreement (Idx Systems Corp), Merger Agreement (General Electric Co)
Merger Consideration for Company Common Stock. Subject to Section 2.24.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b4.1(b) and Dissenting Shares (as defined in Section 2.4(a) belowhereinafter defined)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 21.00 in cashcash 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 that immediately prior to the Effective Time represented representing 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 2.1(c4.1(c) upon the surrender of such certificate in accordance with Section 2.24.2, without interest.
Appears in 2 contracts
Samples: Merger Agreement (Computer Associates International Inc), Merger Agreement (Niku Corp)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 28 in cash, without interest cash per 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Rsa Security Inc/De/)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares) shall be automatically converted into and shall thereafter represent the right to receive $44.00 in cashthe Merger Consideration, without interest (the “Merger Consideration”)interest, and subject to deduction for any required withholding Tax in accordance with Section 2.5. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) Certificate or Uncertificated Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration, without interest, pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with the provisions of Section 2.2, without interest.
Appears in 2 contracts
Samples: Merger Agreement (First Marblehead Corp), Merger Agreement (Risley John Carter)
Merger Consideration for Company Common Stock. Subject to Section 2.24.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b4.1(b) and Dissenting Shares (as defined in Section 2.4(a) belowhereinafter defined)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 7.00 in cashcash 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c4.1(c) upon the surrender of such certificate in accordance with Section 2.24.2, without interestinterest (or in the case of Dissenting Shares, the rights contemplated by Section 4.6 hereof).
Appears in 2 contracts
Samples: Merger Agreement (Netopia Inc), Merger Agreement (Netopia Inc)
Merger Consideration for Company Common Stock. Subject to Section 2.22.8, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b2.7(b) and Dissenting Shares (as defined in Section 2.4(a2.10(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 20.25 in cash, cash per 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c2.7(c) upon the surrender of such certificate in accordance with Section 2.2, without interest2.8.
Appears in 2 contracts
Samples: Merger Agreement (Mapinfo Corp), Merger Agreement (Mapinfo Corp)
Merger Consideration for Company Common Stock. Subject to Section 2.24.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b4.1(b) and Dissenting Shares (as defined in Section 2.4(a) belowhereinafter defined)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 15.00 in cashcash 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c4.1(c) upon the surrender of such certificate in accordance with Section 2.24.2, without interestinterest (or in the case of Dissenting Shares, the rights contemplated by Section 4.7 hereof).
Appears in 2 contracts
Samples: Merger Agreement (Motorola Inc), Merger Agreement (Symbol Technologies Inc)
Merger Consideration for Company Common Stock. Subject to Section 2.24.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b4.1(b) and Dissenting Shares (as defined in Section 2.4(a) belowhereinafter defined)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 17.00 in cashcash 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 that immediately prior to the Effective Time represented representing 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 2.1(c4.1(c) upon the surrender of such certificate in accordance with Section 2.24.2, without interest.
Appears in 2 contracts
Samples: Merger Agreement (Concord Communications Inc), Merger Agreement (Computer Associates International Inc)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 23.00 in cashcash per share, without interest (the “Merger Consideration”), upon the surrender and exchange of the certificate representing such share of Company Common Stock in accordance with the provisions of Section 2.2. 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 2 contracts
Samples: Merger Agreement (Stride Rite Corp), Merger Agreement (Saucony Inc)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 74.50 in cash, 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 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 to receive the Merger Consideration pursuant to this Section 2.1(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 2.2, without interest.
Appears in 2 contracts
Samples: Merger Agreement (Vital Signs Inc), Merger Agreement (General Electric Co)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled or to be converted into Surviving Corporation Stock in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 19.50 in cash, without interest cash per 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 2 contracts
Samples: Merger Agreement (Walgreen Co), Agreement and Plan of Merger (Option Care Inc/De)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock Share (other than shares Shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 27.50 (less applicable withholding Taxes) in cash, without interest cash (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented representing any such shares of Company Common Stock (each, a “Certificate”) Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 2 contracts
Samples: Merger Agreement (Witness Systems Inc), Merger Agreement (Verint Systems Inc)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 7.25 in cashcash 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 1 contract
Samples: Merger Agreement (Matrixone Inc)
Merger Consideration for Company Common Stock. Subject to Section 2.24.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b4.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall will be automatically converted into the right to receive $44.00 1.80 in cashcash per share, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall will no longer be outstanding and shall will automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented representing any such shares of Company Common Stock (each, a “Certificate”) shall will cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.1(c4.1(c) upon the surrender of such certificate in accordance with Section 2.24.2, without interestinterest (or in the case of Dissenting Shares, the rights contemplated by Section 4.6).
Appears in 1 contract
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than (i) shares to be cancelled in accordance with Section 2.1(b) and (ii) Dissenting Shares (as defined 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 an amount in cash equal to $44.00 in cash, without interest 2.09 per 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 1 contract
Samples: Merger Agreement (Zomax Inc /Mn/)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 51.25 in cashcash 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 1 contract
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) 2.4 below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 10.75 in cashcash 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 that immediately prior to the Effective Time represented representing 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 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 1 contract
Samples: Merger Agreement (Netegrity Inc)
Merger Consideration for Company Common Stock. Subject to Section 2.2, at and as of the Effective Time, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 2.35 in cash, without interest cash per share (the “Merger Consideration”). As At and 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 1 contract
Samples: Merger Agreement (Gensym Corp)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares referred to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 the Merger Consideration in cash, without interest (the “Merger Consideration”)interest. As of the Effective Time, all such shares of Company Common Stock (other than shares referred to in Section 2.1(b) and Dissenting Shares, if any) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 1 contract
Samples: Merger Agreement (American Science & Engineering, Inc.)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and ), Dissenting Shares (as defined in Section 2.4(a) below)) and Company Common Stock owned by any wholly owned Subsidiary of the Company) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 7.65 in cash, without interest cash per 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 1 contract
Samples: Merger Agreement (Airvana Inc)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than (i) shares to be cancelled in accordance with Section 2.1(b) and (ii) Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 in cash, without interest (the “Merger Consideration”)Per Share Amount. 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 that immediately prior to the Effective Time represented representing any such 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 Per Share Amount pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 1 contract
Samples: Merger Agreement (Google Inc.)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 13.05 in cash, without interest cash per 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 1 contract
Samples: Merger Agreement (Brooktrout Inc)
Merger Consideration for Company Common Stock. Subject Except as otherwise agreed in writing between the holder and Parent, subject to Section 2.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(aShares) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 in cash10.25, without 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 that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) Certificate or Uncertificated Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with the provisions of Section 2.2, without interest.
Appears in 1 contract
Samples: Merger Agreement (Staples Inc)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each Each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted as of the Effective Time into the right to receive $44.00 18.50 in cashcash 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 that which as of immediately prior to the Effective Time represented any such outstanding shares of Company Common Stock (each, each a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.1(c) upon the surrender of such certificate Certificate in accordance with Section 2.2, without interest.
Appears in 1 contract
Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive $44.00 13.00 in cash, without interest cash per 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 that immediately prior to the Effective Time represented representing any such 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 pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.
Appears in 1 contract
Samples: Merger Agreement (Brooktrout Inc)