Merger Consideration for Company Common Stock. Subject to Section 2.2, each Share (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 $27.50 (less applicable withholding Taxes) in cash (the “Merger Consideration”). As of the Effective Time, all such Shares 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 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: Agreement and Plan of Merger (Verint Systems Inc), Agreement and Plan of Merger (Witness Systems Inc)
Merger Consideration for Company Common Stock. Subject to Section 2.24.2, each Share share of Company Common Stock (other than Shares 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 $27.50 (less applicable withholding Taxes) 7.00 in cash per share, without interest (the “Merger Consideration”). As of the Effective Time, all such Shares 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 shares of Company Common Stock 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: Agreement and Plan of Merger (Netopia Inc), Agreement and Plan of Merger (Netopia Inc)
Merger Consideration for Company Common Stock. Subject to Section 2.24.2, each Share share of Company Common Stock (other than Shares 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 $27.50 (less applicable withholding Taxes) 21.00 in cash per share, without interest (the “Merger Consideration”). As of the Effective Time, all such Shares 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 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 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: Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Niku Corp)
Merger Consideration for Company Common Stock. Subject to Section 2.24.2, each Share share of Company Common Stock (other than Shares 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 $27.50 (less applicable withholding Taxes) 15.00 in cash per share, without interest (the “Merger Consideration”). As of the Effective Time, all such Shares 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 shares of Company Common Stock 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: Agreement and Plan of Merger (Motorola Inc), Agreement and Plan of Merger (Symbol Technologies Inc)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each Share share of Company Common Stock (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 $27.50 (less applicable withholding Taxes) 44.00 in cash cash, without interest (the “Merger Consideration”). As of the Effective Time, all such Shares 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 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: Agreement and Plan of Merger (Idx Systems Corp), Agreement and Plan of Merger (General Electric Co)
Merger Consideration for Company Common Stock. Subject to Section 2.2, each Share share of Company Common Stock (other than Shares (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 $27.50 (less applicable withholding Taxes) in cash (the “Merger Consideration”)Per Share Amount. As of the Effective Time, all such Shares 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 shares of Company Common Stock 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
Merger Consideration for Company Common Stock. Subject to Section 2.24.2, each Share share of Company Common Stock (other than Shares 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 $27.50 (less applicable withholding Taxes) 1.80 in cash per share, without interest (the “Merger Consideration”). As of the Effective Time, all such Shares shall shares of Company Common Stock will no longer be outstanding and shall will automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such Shares shall shares of Company Common Stock 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
Samples: Agreement and Plan of Merger (Terayon Communication Systems)