Outstanding Company Clause Samples

Outstanding Company. Common Stock. Each share (excluding (i) shares held by the Company or any of its Subsidiaries or by Dana, ▇▇▇▇er Sub or any of their Subsidiaries ("Treasury Shares")) of the common stock, par value $1.00 per share, of the Company, including each attached right (a "Company Right") issued pursuant to the Rights Agreement, dated June 21, 1989, as amended prior to the date hereof or pursuant to Section 4.7 (the "Company Rights Agreement"), between the Company and the Rights Agent named therein (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive 0.9293 of a share (subject to adjustment as set forth herein, the "Exchange Ratio") of common stock, par value $1.00 per share of Dana (▇▇▇ "Dana C▇▇▇▇n Stock"), including attached rights, issued pursuant to the Rights Agreement, dated as of April 25, 1996, between Dana a▇▇ ▇he Rights Agent named therein (the "Dana R▇▇▇▇s Agreement").

Outstanding Company. Common Stock. Each share of Company Common Stock, excluding (i) Treasury Stock and (ii) Dissenting Shares, issued and outstanding immediately prior to the Effective Time shall become and be converted into the right to receive the Merger Consideration.

Outstanding Company. Common Stock. Each share of common stock of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive one share of common stock of the Bank (“Bank Common Stock”). Any fraction of a share of Company Common

Outstanding Company. Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares that are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 262 of the DGCL) shall at the Effective Time be converted into the right to receive that number of shares of First Union Common Stock (the "Exchange Ratio") obtained by dividing (1) (a) 2,912,000 shares (subject to possible adjustment as set forth in this Section 2.01, Sections 2.04 and 7.06, the "Aggregate Share Consideration") of First Union Common Stock, less (b) the number of shares of First Union Common Stock which the Company shall be obligated to deliver to Keystone TA Limited Partnership (or the successors thereto) ("KTALP") pursuant to the Securities Redemption Agreement, dated as of August 10, 1993, by and among the Company, Keystone Investment Management Company and KTALP, as a result of the Acquisition by (2) (a) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including shares held by Dissenting Stockholders) plus (b) the number of shares of Company Common Stock for which the Company Stock Options (as hereinafter defined) are outstanding and unexercised immediately prior to the Effective Time; provided, however, that if the Fund Account Value (as hereinafter defined) as of the business day immediately prior to the Effective Date is equal to or less than the product of 0.85 and the Fund Account Value as of the close of business on September 6 (as Previously Disclosed on Schedule 4.01(X)(2)), then the Aggregate Share Consideration (after taking into account any adjustments thereto as provided under Sections 2.04 and 7.06) shall be reduced by 13.5%.

Outstanding Company. Common Stock. Each share, excluding Treasury -------------------------------- Stock, of Company Common Stock, issued and outstanding immediately prior to the Effective Time, together with the related Company Rights, shall become and be converted into the right to receive 1.37 shares of Acquiror Common Stock (together with the related Acquiror Rights) (subject to possible adjustment as set forth in Sections 3.05 and 8.01(g), the "Exchange Ratio") and the number of shares of Company Common Stock, excluding Treasury Shares, issued and outstanding immediately prior to the Effective Time (the "Consideration").

Outstanding Company. Common Stock: outstanding shares of common stock of the Company.

Outstanding Company. Common Stock. Each share (excluding shares held by the Company or any of the Company Subsidiaries (as hereinafter defined) or by First Union or any of its subsidiaries, in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Excluded Shares")) of Company Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Corporate Merger, automatically and without any action on the part of the holder thereof, become and be converted into the right to receive .3813 shares of First Union Common Stock (the "Exchange Ratio")(together with the attached First Union Rights), subject to possible adjustment as set forth in Section 2.08 (upon any such adjustment any reference in this Plan to "Exchange Ratio" shall thereafter be deemed to refer to the Exchange Ratio as adjusted).

Outstanding Company. Common Stock. Each share, excluding -------------------------------- Treasury Stock, of Company Common Stock issued and outstanding immediately prior to the Effective Time shall become and be converted into 0.685 of a share of Zions Common Stock (the "Common Exchange Ratio"). The Common Exchange Ratio shall be subject to adjustment as set forth in Sections 3.05 and 8.01(f).