Outstanding Company Common Stock. Each share of Company Common Stock, excluding Treasury Shares, issued and outstanding immediately prior to the Effective Time (each, a “Share” and, collectively, “Shares”), shall become and be converted into the right to receive that fraction of a share of Parent Common Stock equal to the Exchange Ratio (the “Merger Consideration”). At the Effective Time, all Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any Shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.
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. Subject to adjustment as provided in Section 7.01(g), each share of Company Common Stock (each, a “Share” and, collectively, “Shares”), excluding Excluded Shares and Dissenting Shares, issued and outstanding immediately prior to the Effective Time, shall become and be converted into the right to receive (i) $12.00 in cash (the “Cash Consideration”) and (ii) 0.5308 of a share (the “Exchange Ratio”) of Parent Common Stock (the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”), without interest thereon. At the Effective Time, all Shares (other than Excluded Shares and Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any Shares (a “Certificate”) and each holder of a Share not represented by a Certificate (a “Book-Entry Share”), other than any Excluded Shares and Dissenting Shares, shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration plus any dividends or distributions to which the holder thereof has the right to receive pursuant to Section 3.03(c) as well as any cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.03(d).
Outstanding Company Common Stock. At the Effective Date and in consideration of the Merger, each share of Company common stock, par value $2.815 per share (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Date (except for any Dissenting Shares, as defined in Paragraph (F) of this Article 3), shall, on the Effective Date, by virtue of the Merger, automatically and without any action on the part of the holder thereof, become and be converted into the right to receive the Per Share Consideration which shall consist of:
Outstanding Company Common Stock. Each share of Company Common Stock, excluding Treasury Shares and shares of Company Common Stock which are dissenting shares within the meaning of Chapter 13 of the CGCL at the Effective Time (“Dissenting Shares”), issued and outstanding immediately prior to the Effective Time (each, a “Share” and, collectively, “Shares”), shall become and be converted into the right to receive, at the election of the holder thereof as provided in Section 3.04, either:
(1) shares of Parent Common Stock in accordance with the Exchange Ratio; or
(2) cash in the amount of the Per Share Cash Consideration (collectively, the “Merger Consideration”). At the Effective Time, all Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any Shares (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.
Outstanding Company Common Stock. “Outstanding Company Common Stock” means, at any given time, the outstanding shares of Common Stock taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock.
Outstanding Company Common Stock. Each share of Company Common Stock (each, a “Share” and, collectively, “Shares”), excluding Excluded Shares, issued and outstanding immediately prior to the Effective Time, shall become and be converted into the right to receive 0.5997 of a share (the “Exchange Ratio”) of Parent Common Stock (the “Merger Consideration”), without interest thereon. At the Effective Time, all Shares (other than Excluded Shares) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any Shares (a “Certificate”) and each holder of a Share not represented by a Certificate (a “Book-Entry Share”), other than any Excluded Shares, shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration plus any dividends or distributions to which the holder thereof has the right to receive pursuant to Section 3.03(c) as well as any cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.03(d).
Outstanding Company Common Stock. Subject to Xxxx'x and Merger Corp.'s exercise of the Cash Election Option described in Section 3.1(3) below, each share (excluding shares held by the Company or any of its subsidiaries or by Xxxx or any of its subsidiaries, in each case other than in a fiduciary capacity ("Treasury Shares") and specifically excluding the Two Hundred Fifty (250) shares held by KWTX Broadcasting Company, which shares shall be cancelled at the Effective Time) of the Company Common Stock, issued and outstanding immediately prior to the Effective Time shall become and be converted into the right to receive an amount in a combination of cash and Xxxx Common Stock (as described in Sections 3.1(2) and 3.2 below) equal to (A) the sum of (a) Twenty-Two Million Eight Hundred Twenty Thousand Dollars ($22,820,000) plus (b) fifty percent (50%) of the Working Capital Surplus of the Company determined based on the Preliminary Balance Sheets (such sum of clauses (a) and (b) being referred to as the "Merger Consideration") divided by (B) 250 (such result of dividing (A) by (B) being referred to as the "Merger Consideration Per Share").
Outstanding Company Common Stock. Each share of Eligible Company Common Stock issued and outstanding immediately prior to the Effective Date shall, automatically and without any action on the part of the holder of such share, be converted into the right to receive from InterWest either
(1) $72.00 in cash, without interest (the "Cash Distribution") or
(2) 1. 714 shares (the "Exchange Ratio") of InterWest Common Stock (the "Stock Distribution") in such proportions as the holder of such share of Eligible Company Common Stock shall elect or be deemed to have elected as provided in Section 2.2(E).
Outstanding Company Common Stock. Each share of common stock of the Company, without par value (“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 Bank, with a par value of [$0.01] per share (“Bank Common Stock”). Any fraction of a share of Company Common Stock shall be converted into the right to receive the same fraction of a share of Bank Common Stock.
