Right to Receive Merger Consideration. Each Razorfish Share (other than shares to be canceled in accordance with Section 2.8.2 and any Dissenting Shares) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the Offer Price in cash, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the Certificate formerly representing such Razorfish Share in the manner provided in Section 3.2. All such Razorfish Shares, when so converted, will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of a Certificate will cease to have any rights with respect to such Razorfish Shares, except the right to receive the Merger Consideration, without interest, upon the surrender of such Certificate in accordance with Section 3.2.
Right to Receive Merger Consideration. Until surrendered in accordance with the provisions of this Section 1.9, each outstanding Certificate (other than Certificates representing Dissenting Shares or shares of Company Stock to be canceled pursuant to Section 1.7(b)) will be deemed from and after the Effective Time, for all corporate purposes, to evidence Table of Contents only the right to receive the applicable portion of the Total Merger Consideration. No interest will be paid or accrued on any of the Total Merger Consideration.
Right to Receive Merger Consideration. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Stockholder: (a) all of the shares of Company Stock issued and outstanding immediately prior to the Effective Time, other than treasury shares, shall be canceled, extinguished and converted, in the aggregate, into the right to receive the Merger Consideration (with the holder of each such share of Company Stock having the right to receive, in respect of such share, a ratable share of the Merger Consideration); and (b) any shares of Company Stock held in the Company's treasury immediately prior to the Effective Time shall not represent the right to receive any Merger Consideration, and each such share shall be canceled and retired and shall cease to exist, and no cash, securities or other property shall be payable in respect thereof; and (c) each share of common stock of Merger Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall not be converted and shall remain issued and outstanding. 2.3
Right to Receive Merger Consideration. As of the Effective Time, each Member Distributee shall, by virtue of the Merger and without any action on the part of such Member Distributee, be entitled to receive, in accordance with the Plan of Distribution, its pro rata portion (based on premiums paid during the five-year period ending on the Effective Date) of the cash payments to be made pursuant to Section 3.3 (collectively, the "Merger Consideration").
Right to Receive Merger Consideration. Until surrendered and ------------------------------------- exchanged in accordance with this Section 3.4, each such certificate representing 3Bs Shares, or 5Rs Shares, as the case may be, shall after the Effective Time represent solely the right (as set forth in this Section 3.4) to receive the Merger Consideration in respect of the shares evidenced by such certificate, and shall have no other rights. Except as set forth in the terms of the Term Notes, no interest shall accrue or be payable on any Merger Consideration.
Right to Receive Merger Consideration. After the Effective Time, Stock Certificates shall represent the right, upon surrender thereof to the Exchange Agent, together with a duly executed and properly completed letter of transmittal relating thereto, to receive in exchange therefor the applicable Merger Consideration subject to any required tax withholding, and the Stock Certificates so surrendered shall be canceled. No interest will be paid or will accrue on any cash amount payable upon the surrender of any such Stock Certificates. Until so surrendered, each such Stock Certificate shall, after the Effective Time, represent for all purposes only the right to receive the applicable Merger Consideration.
Right to Receive Merger Consideration. After the Effective Date and until surrendered for payment, each outstanding stock certificate that, prior to the Effective Date, evidenced shares of Seller Common shall be deemed for all purposes to evidence the right to receive the per share Merger Consideration payable hereunder, multiplied by the number of shares of Seller Common evidenced by said certificate, provided that, subject to the applicable provisions of Paragraph 4(d) hereof, in any matters relating to such certificates, the MBFI Parties may rely conclusively upon the record of stockholders maintained by Seller containing the names and addresses of the Stockholders on the Effective Date.
Right to Receive Merger Consideration. (a) Each holder of shares of Arch Common Stock or Metrocall Common Stock that have been converted into a right to receive Merger Consideration, upon surrender to the Exchange Agent of a Certificate or Certificates, together with a properly completed letter of transmittal covering such shares of Arch Common Stock or Metrocall Common Stock, will be entitled to receive the applicable Merger Consideration as set forth in Section 2.1(a) or Section 2.1(c), as applicable. Until so surrendered, each share of Arch Common Stock or Metrocall Common Stock shall, after the Effective Time, represent for all purposes, only the right to receive the applicable Merger Consideration and any other amounts payable pursuant to Section 2.9. If any Merger Consideration is to be issued to a Person other than the registered holder of the Arch Common Stock or Metrocall Common Stock represented by the Certificate or Certificates surrendered with respect thereto, it shall be a condition to such issuance that the Certificate or Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such issuance shall pay to the Exchange Agent any transfer or other taxes required as a result of such issuance to a Person other than the registered holder of such Arch Common Stock or Metrocall Common Stock or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable.
