Series B Preferred Stock. Each share of Series B Preferred ------------------------ Stock of the Company, par value $1.00 per share, ("Series B Preferred") issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred to be canceled pursuant to Section 1.6(e) and any Dissenting Shares (as defined and to the extent provided in Section 1.7(a)) will be canceled and extinguished and be converted automatically into the right to receive that number of shares of Parent Common Stock equal to the quotient computed by dividing (A) the sum of $1.25 (the "Series B Preference Amount") plus the Per Share Amount, by (B) the Average Closing Price upon surrender of the certificate representing such share of Series B Preferred in the manner provided in Section 1.8.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Seagate Technology Inc), Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands)
Series B Preferred Stock. Each share of Series B ------------------------ Preferred ------------------------ Stock of the Company, par value $1.00 per share, Company ("Series B Preferred") issued and outstanding ------------------ immediately prior to the Effective Time (other than any shares of Series B Preferred to be canceled pursuant to Section 1.6(e) and any Dissenting Shares (as defined and to the extent provided in Section 1.7(a))) will be canceled and extinguished and be converted automatically into the right to receive that number of shares of Parent Common Stock equal to the quotient computed by dividing product of (A) the sum one share of $1.25 Series B Preferred multiplied by (B) Series B Factor (as defined in Section 1.6(c) below) (the "Series B Preference AmountExchange Ratio") plus the Per Share Amount, by (B) the Average Closing Price upon surrender of the certificate ----------------------- representing such share of Series B Preferred in the manner provided in Section 1.8.
Appears in 1 contract
Samples: Affiliate Agreement (Inktomi Corp)
Series B Preferred Stock. Each Subject to Section 2.01(d) hereof, each share of Series B Preferred ------------------------ Stock of the Company, par value $1.00 0.001 per share, share ("Series B Preferred") ), issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred to be canceled pursuant to Section 1.6(e2.01(e) and hereof or any Dissenting Shares (as defined and to the extent provided in Section 1.7(aShares)) , will be canceled and extinguished and be converted automatically into the right to receive (A) that number of shares of Parent Common Stock equal to the quotient computed of (x) $1.00 divided by dividing (Ay) the sum of $1.25 (the "Series B Preference Amount") plus the Per Share Amount, by Adjusted Average Closing Price and (B) that number of shares of Parent Common Stock equal to the Average Closing Price product of (x) the Exchange Ratio multiplied by (y) 2, upon surrender of the certificate representing such share of Series B Preferred in the manner provided in Section 1.82.03 hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc)