Merger Share Consideration Clause Samples
The Merger Share Consideration clause defines the type and amount of shares that shareholders of a target company will receive as part of a merger transaction. Typically, this clause specifies whether the consideration will be in the form of common or preferred shares, the exchange ratio, and any adjustments based on company valuations or outstanding shares. By clearly outlining the share allocation mechanics, this clause ensures transparency and fairness in the distribution of ownership in the newly combined entity, thereby preventing disputes and aligning expectations among all parties involved.
Merger Share Consideration. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or any Stockholder:
Merger Share Consideration. CONVERSION OR CANCELLATION OF SHARES IN THE MERGER; CASH ELECTIONS.......................
3 3.1 Merger Share Consideration; Conversion or Cancellation of Shares in the Merger......................................... 3 3.2
Merger Share Consideration. CONVERSION OR CANCELLATION OF SHARES IN THE MERGER; CASH ELECTIONS
3.1 Merger Share Consideration; Conversion or Cancellation of Shares in the Merger.
(a) At the Effective Time, by virtue of the Merger and without any action by the parties, (i) each outstanding share of common stock, no par value, of PCCC (the "PCCC Common Shares") shall be converted into the right to receive (▇) ▇.▇▇▇▇▇▇▇▇▇ shares of Class A Common Stock, $.001 par value, of ARC (the "ARC Common Shares") and (y) 0.919279678 of a share of Series B Contingent Convertible Preferred Stock of ARC (which will contain the terms set forth on Exhibit 3.1(a) (the "ARC Series B Preferred Shares"); provided, however, in lieu of the right to receive an ARC Common Share as provided in this sentence, holders of PCCC Common Shares may elect, in accordance with Section 3.2, to receive $9.50 in cash per ARC Common Share (the "Cash Amount") (such elections to receive cash are hereinafter referred to as "Cash Elections"); provided further that the maximum number of ARC Common Shares with respect to which such election may be made cannot exceed 157,895 in the aggregate (the "Cash Election Maximum"). The ARC Common Shares and the ARC Series B Preferred Shares to be delivered pursuant to the Merger are referred to herein collectively as the "Merger Shares," and the Merger Shares and the Cash Amount (if any) are referred to herein collectively as the "Per Share Consideration." At the Effective Time, by virtue of the Merger and without any action by the parties, (i) each PCCC Common Share shall cease to be outstanding, shall be canceled and retired and shall cease to exist, and the PCCC Stockholders, as the holders of the certificates (the "PCCC Common Share Certificate") representing such PCCC Common Share shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Consideration therefor upon the surrender of such certificates in accordance with Section 3.1(c); (ii) each PCCC Common Share held in treasury shall be canceled and retired, and (iii) each outstanding option or other right to purchase PCCC Common Shares or other capital stock of PCCC shall be canceled and of no further force or effect without payment of any kind.
(b) If, between the date hereof and the Effective Time, the issued and outstanding ARC Common Shares or the ARC Series B Preferred Shares shall have been changed into a different number of shares or a different class of shares by reason of any rec...