Status and Conversion of Shares. Upon the effectiveness of the Merger:
(a) Each share of capital stock of the Company held by the Company as treasury stock immediately prior to the effectiveness of the Merger shall be cancelled and extinguished, and no payment or issuance of any consideration shall be payable or shall be made in respect thereof;
(b) Each share of capital stock of the Buyer outstanding immediately prior to the effectiveness of the Merger shall remain one (1) outstanding share of common stock of the Surviving Corporation; and
(c) The shares of the Stock of the Company outstanding immediately prior to the effectiveness of the Merger shall be cancelled and extinguished and converted into the right to receive the Merger Consideration payable pursuant to Section 2 below, which Merger Consideration shall be paid and delivered to the Stockholder in accordance with Section 2 below following (i) surrender to the Buyer on the Closing Date of the certificates representing all of the outstanding Stock (all of which shall be delivered free and clear of any and all pledges, liens, claims, charges, options, calls, encumbrances, restrictions and assessments whatsoever, except any restrictions which may be created by operation of state or federal securities laws), and (ii) the execution and delivery of those additional agreements described in Section 7 below.
Status and Conversion of Shares. Upon the Effective Date of the Merger:
(a a) Each share certificate representing each outstanding share of capital stock of Acquisition Corp shall continue to be a share of issued and outstanding capital stock of the Surviving Corporation and shall be retained by the Holding Corp (the "ACQUISITION CORP STOCK").
(b b) The share certificates representing all the outstanding shares of capital stock of the Company (i.e., the COMPANY SHARES) issued and outstanding immediately prior to the effectiveness of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be deemed canceled and extinguished. In exchange for the merger of the Company into the Acquisition Corp, the Shareholders shall receive the Merger Consideration set forth and defined in Section 2.1 below (the "MERGER CONSIDERATION").
Status and Conversion of Shares. The manner of converting the shares of capital stock of Xxxx Hallitex outstanding immediately prior to the Merger into shares of common stock of Web Capital Group shall be as follows:
a. At the Effective Time, each one (1) share of the issued and outstanding $0.001 par value common stock of Xxxx Hallitex shall, by virtue of the Merger and without any action on the part of the holder thereof, become and be converted into one (1) share of the $0.001 par value common stock of Web Capital Group. At the Effective Time, each one (1) share of the issued and outstanding $0.001 par value preferred stock of Xxxx Hallitex shall, by virtue of the Merger and without any action on the part of the holder thereof, become and be converted into one (1) share of the $0.001 par value preferred stock of Web Capital Group.
b. Any fractional shares of the capital stock of Web Capital Group resulting from conversion under this paragraph 1.4 shall be rounded up to the next whole share of capital stock in Web Capital Group.
c. Any shares of capital stock of Xxxx Hallitex held in treasury as of the Effective Time shall, by virtue of the Merger and without any additional action, become and be converted into shares held in the treasure of Web Capital Group at the same rate of conversion stated in paragraph 1.4(a) above.
d. After the Effective Time, each holder of a certificate or certificates theretofore representing outstanding shares of the capital stock of Xxxx Hallitex may surrender such certificate or certificates to such agent or agents as shall be appointed by Web Capital Group (the "Exchange Agent"), and shall be entitled to receive in exchange therefore a certificate or certificates representing the number of whole shares of capital stock of Web Capital Group into which the shares of capital stock of Xxxx Hallitex theretofore represented by the certificates so surrendered have been converted, at the conversion rate stated in paragraph 1.4(a), above.
e. If any certificate evidencing shares of the capital stock of Xxxx Hallitex is to be issued in a name other than the name in which the certificate surrendered is registered, the certificate so surrendered shall be properly endorsed and shall otherwise be in proper form for transfer. The person requesting the transfer shall pay to the Exchange Agent any transfer or other fees or taxes required by reason of the issuance of a certificate in name other than that of the registered holder of the certificate surrendered.
f. Web Capital...
Status and Conversion of Shares. The manner of converting the shares of capital stock of Scientific outstanding immediately prior to the Merger into shares of common stock of the Surviving Corporation, except as to outstanding shares of capital stock of Scientific held by shareholders, if any, who dissent from the Merger and seek appraisal under the applicable provisions of the Minnesota Statutes Annotated, shall be as follows:
(a) At the Effective Time, every ten (10) shares of the issued and outstanding no par value common stock of Scientific shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into one (1) share of the $.001 par value common stock of the Surviving Corporation. One whole share in the Surviving Corporation shall be issued to any shareholder of Scientific with respect to any fractional share in the Surviving Corporation resulting from such division.
(b) Any shares of the capital stock of Scientific that may be held in treasury as of the Effective Time shall be cancelled as of the Effective Time, and shall not thereafter be issued or outstanding.
(c) After the Effective Time, each holder of a certificate or certificates theretofore representing outstanding shares of the capital stock of Scientific may surrender such certificate or certificates to such agent or agents as shall be appointed by the Surviving Corporation (the "Exchange Agent"), and shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of common stock of the Surviving Corporation into which the shares of capital stock of Scientific theretofore represented by the certificates so surrendered have been converted.
(d) If any certificate evidencing shares o the capital stock of Scientific is to be issued in a name other than the name in which the certificate surrendered is registered, the certificate so surrendered shall be properly endorsed and shall otherwise be in proper form for transfer. The person requesting the transfer shall pay to the Exchange Agent any transfer or other fees or taxes required by reason of the issuance of a certificate in name other than that of the registered holder of the certificate surrendered.
(e) The Surviving Corporation may, without notice to any person, terminate all exchange agencies at any time after 120 days following the Effective Time. After such termination, all exchanges, payments and notices provided for in this Agreement to be made to or by the Exchan...
Status and Conversion of Shares. The mode of carrying into effect the merger provided in this Merger Agreement, and the manner and basis of converting the shares of PBI stock to shares of TFIN stock are as follows: At the Effective Time by virtue of the merger and without any action on the part of the holders thereof:
Status and Conversion of Shares. At the Effective Time, and without any action on the part of Atlantic, Channel, NCI or the holder of any of the following securities:
(a) each share of Channel Common Stock which is issued and outstanding immediately prior to the Effective Time, other than any shares of Channel Common Stock held by Atlantic, shall automatically by virtue of the Merger be converted into the right to receive 0.75 shares (the "Merger Consideration") of Atlantic's common stock, par value $.001 per share (the "Atlantic Common Stock"); provided, however, that cash will be paid in lieu of any fractional shares of Atlantic Common Stock as provided in Section 1.5 hereof;
(b) each share of Channel Common Stock which is unissued or held in the treasury of Channel shall be unaffected by the Merger.
Status and Conversion of Shares. Upon the effectiveness of the Merger:
(a) Each share of common stock of the Merger Subsidiary outstanding immediately prior to the effectiveness of the Merger shall be converted into and shall become one (1) share of common stock of the Surviving Corporation; and
(b) Each share of capital stock of the Company (the "Company Stock") issued and outstanding immediately prior to the effectiveness of the Merger shall be canceled and extinguished and converted into the right to receive a proportionate amount of the consideration payable in respect of all of the outstanding shares of such Company Stock pursuant to Section 2 of this Agreement. Such consideration shall be paid and delivered to the Stockholder, as the only holder of the outstanding Company Stock, upon surrender to the Surviving Corporation of the certificates representing such shares of outstanding Company Stock at the time and place of the Closing as provided in Section 10 of this Agreement.
Status and Conversion of Shares. Upon the effectiveness of the Merger:
(a) Each share of capital stock of the Company held by the Company as treasury stock immediately prior to the effectiveness of the Merger shall be cancelled and extinguished, and no payment or issuance of any consideration shall be payable or shall be made in respect thereof;
(b) Each share of capital stock of the Buyer outstanding immediately prior to the effectiveness of the Merger shall remain one (1) outstanding share of common stock of the Surviving Corporation; and
(c) Each share of the Stock of the Company outstanding immediately prior to the effectiveness of the Merger shall be cancelled and extinguished and converted into the right to receive a proportionate amount of each component of the Merger Consideration payable pursuant to Section 2.1 below, which Merger Consideration shall be paid and delivered to the Stockholders, as the record holders of 100% of the outstanding Stock, following (i) surrender to the Parent and the Buyer on the Closing Date of the certificates representing such shares of outstanding Stock (all of which shall be delivered free and clear of any and all pledges, liens, claims, charges, options, calls, encumbrances, restrictions and assessments whatsoever, except any restrictions which may be created by operation of state or federal securities laws), and (ii) the execution and delivery of those additional agreements, and the settlement of those obligations, described in Section 7 below.
Status and Conversion of Shares. The manner and basis of Converting the shares of SD into shares of the Surviving Corporation, at the time of the merger shall be as follows:
(a) Each outstanding share of SD shall be converted into and become one share of $0.001 par value common stock of Cookie Cup.
(b) Each outstanding privilege or right to purchase shares of SD common Stock shall, after time of merger, represent the privilege or right to purchase the like number of shares of Cookie Cup, common stock. The exercise price of each of such privilege or right shall remain unchanged by reason of merger.
(c) After the time of the merger each outstanding certificate representing shares of SD common stock, shall automatically be deemed to represent a like number of shares of Cookie Cup.
Status and Conversion of Shares. At the Effective Time, by virtue ------------------------------- of the Merger and without any action on the part of the holders thereof:
(a) Any MCE Shares held by MCE as treasury shares shall be cancelled and retired.
(b) Each then outstanding MCE Share remaining at the Effective Time (other than MCE Shares to be cancelled in accordance with Section 2.1(a) hereof) shall be converted into the right to receive that number of shares of Aeroflex Common Stock equal to the Exchange Ratio. No fraction of a share of Aeroflex Common Stock will be issued by virtue of the Merger, but, in lieu thereof, each holder of MCE Shares who would otherwise be entitled to a fraction of a share of Aeroflex Common Stock (after aggregating all fractional shares to be received by such holder) shall receive from Aeroflex a number of shares of Aeroflex Common Stock rounded up or down to the nearest whole share.
(c) In accordance with Section 762(2)(b) of the BCA, upon the adoption and approval of this Agreement and the authorization of the Merger by the Shareholders in accordance with the BCA, no Shareholder of MCE who is entitled to receive Aeroflex Common Stock upon the conversion of such Shareholder's MCE Shares as described in Section 2.1(b) shall have the right to elect to dissent and demand payment of the fair value for any or all of such MCE Shares.
