Stock of the Company. (a) Except as provided in subparagraph (b), at the Effective Time each share of Common Stock which is outstanding immediately before the Effective Time will be converted into and become the right to receive a sum in cash equal to the Tender Offer Price (the "Merger Price").
(b) Each share of Common Stock held in the treasury of the Company, and each share of Common Stock held by Acquisition or by any direct or indirect subsidiary of the
Stock of the Company. (a) Except as provided in subparagraph (b), at the Effective Time each share of Common Stock which is outstanding immediately before the Effective Time will be converted into and become the right to receive a sum in cash equal to the Tender Offer Price (the "Merger Price").
(b) Each share of Common Stock held in the treasury of the Company, and each share of Common Stock held by Acquisition or by any direct or indirect subsidiary of the Company, immediately before the Effective Time will, at the Effective Time, be cancelled and cease to exist and no payment will be made with respect to any of those shares.
Stock of the Company. (a) The authorized capital stock of the Company consists in its entirety of Two Hundred (200) shares of Company Common Stock, of which One Hundred (100) shares of Company Common Stock are validly issued and outstanding, fully paid and nonassessable. The Company does not have any outstanding subscription, warrants, convertible securities, obligations, options or rights entitling others to acquire shares of capital stock of the Company, or any outstanding securities, options, warrants, rights or other instruments convertible into shares of capital stock of the Company.
(b) Except with respect to the shares of Company Common Stock identified on the signature page(s) hereof, none of the Shareholders or any other person or entity has any outstanding claim against the Company or any right whatsoever against the Company with respect to any shares of capital stock of the Company, including, without limitation, any option, warrant or other right to acquire from the Company shares of the capital stock of the Company or any securities, options or other instruments convertible into or exchangeable for shares of capital stock of the Company.
Stock of the Company. The number of shares of Company Common Stock beneficially owned by such Shareholder is as identified on the signature page(s) hereof opposite the respective Shareholder's name. The shares of Company Common Stock beneficially owned by such Shareholder are owned free and clear of all liens, claims, options, encumbrances or restrictions whatsoever. Such Shareholder has the full legal right and power and all authorizations and approvals required by law or otherwise to sell, transfer and deliver such shares hereunder and to make the representations, warranties and agreements set forth in this Agreement. Except with respect to the shares of Company Common Stock identified on the signature page(s) hereof opposite such Shareholder's name, such Shareholder has no outstanding claim against the Company or any right whatsoever with respect to any shares of the capital stock of the Company, including without limitation any option, warrant or other right to acquire shares of the capital stock of the Company or any securities, options or other instruments convertible or exchangeable into shares of capital stock of the Company. Except as set forth in that certain Shareholders' Agreement of Company disclosed on Schedule 3.32, no Shareholder has granted any option or other right to acquire from such other Shareholder any shares of Company Common Stock.
Stock of the Company. As of the date hereof, the entire outstanding capital stock of the Company consists of: (i) Series C Cumulative Convertible Preferred Stock, 2,000,000 shares outstanding; and (ii) Common Stock, 30,419,774 shares outstanding.
Stock of the Company. As of the Execution Date, the entire outstanding capital stock of the Company consists of Common Stock, 35,540,762 shares outstanding.
Stock of the Company. (a) Except as provided in Sections 1.6(b) and (c), at the Effective Time, each share of common stock of the Company, par value $.10 per share, ("Company Common Stock"), that is outstanding immediately before the Effective Time will be converted into and become the right to receive 0.22 (as adjusted pursuant to the immediately succeeding sentence) (the "Exchange Ratio") of a share of common stock, par value $.001 per share, of Parent (such shares, together with the associated rights (the "Parent Shareholder Rights") pursuant to the Amended and Restated Shareholder Rights Agreement, dated as of January 19, 1999, by and between CMAC Investment Corporation (predecessor to Parent) and the Bank of New York, as Rights Agent thereunder, the "Parent Common Stock"), together with any associated Parent Shareholder Rights. If the Singer September 30 Net Worth (as defined herein) shall be less than $36 million, then the Exchange Ratio shall be reduced to equal 0.22 minus the quotient (rounded to the nearest four decimal places) obtained by dividing (1) the quotient obtained by dividing (a) the difference between $36 million and the Singer September 30 Net Worth by (b) 38,500,000, by (2) the Starting Price (as defined herein).
(b) Each share of Company Common Stock held in the treasury of the Company, or by any direct or indirect wholly owned subsidiary of the Company, immediately before the Effective Time will, at the Effective Time, be cancelled and cease to exist, and no consideration will be paid with respect to any of those shares of Company Common Stock.
(c) No fractional shares of Parent Common Stock will be issued as a result of the Merger. Any holder of Company Common Stock that, but for this Section 1.6, would be entitled to receive a fraction of a share of Parent Common Stock as a result of the Merger will, at the Effective Time, have the right to receive, instead of that fraction of a share and without interest, cash equal to the Market Value of a share of Parent Common Stock on the Merger Date (as defined herein) times the fraction. As used herein, the "Market Value" of a share of Parent Common Stock on a day means the average of the Last Sale Price of a share of Parent Common Stock on each of the twenty New York Stock Exchange trading days ending on, and including, that day. As used herein, the "Last Sale Price" of a share of Parent Common Stock on a day given will be the last sale price of a share of Parent Common Stock reported on the New York Stock Exch...
Stock of the Company. (a) Except as provided in subparagraphs (d), (f) and (g) and Paragraph 1.9, at the Effective Time each share of Common Stock of the Company ("U.S. Home Common Stock"), par value $ .01 per share, which is outstanding immediately before the Effective Time will be converted into and become the right to receive, (i) the number of shares of common stock of Lennar ("Lennar Common Stock"), par value $.10 per share, described in subparagraph (b) (the "Stock Consideration"), plus (ii) $18 in cash (the "Cash Consideration"). Each share which receives that consideration is a "Non-Election Share."
(b) The Stock Consideration for a share of U.S. Home Common Stock will be the number of shares of Lennar Common Stock with a Market Value (computed as provided in subparagraph (c)) equal to $18, except that in no event will the Stock Consideration (i) be more than 1.27434 shares of Lennar Common Stock or (ii) be fewer than 0.9600 shares of Lennar Common Stock. Notwithstanding the foregoing, if the Market Value of a share of Lennar Common Stock is (x) $11.55 or less, and neither the Company nor Lennar terminates this Agreement pursuant to Article VI, the Stock Consideration for a share of U.S. Home Common Stock will be the number of shares of Lennar Common Stock which has a Market Value of $14.72, or (y) more than $23.96, the Stock Consideration for a share of U.S. Home Common Stock will be the number of shares of Lennar Common Stock which has a Market Value of $23.00.
Stock of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition or the Company or any holder of any securities of any of the foregoing:
Stock of the Company. (a) Except as provided in Sections 1.7(e) and 1.7(f), at the Effective Time each share of Company Common Stock which is outstanding immediately before the Effective Time will be converted into and become the right to receive, the number (the "Exchange Ratio") of shares of Pulte Common Stock, described in Section 1.7(b) below (the "Merger Consideration").
(b) The Merger Consideration for a share of Company Common Stock will be as follows:
(i) If the Market Value (computed as provided in Section 1.7(c)) of a share of Pulte Common Stock is equal to or greater than $33.00 but less than $39.00, the Merger Consideration will be one share of Pulte Common Stock for each share of Company Common Stock.
(ii) If the Market Value of a share of Pulte Common Stock is equal to or greater than $39.00 but less than $45.04, the Merger Consideration for each share of Company Common Stock will be the number of shares of Pulte Common Stock equal to $39.00 divided by the Market Value of a share of Pulte Common Stock.
(iii) If the Market Value of a share of Pulte Common Stock is equal to or greater than $45.04, the Merger Consideration will be 0.866 shares of Pulte Common Stock for each share of Company Common Stock.
(iv) If the Market Value of a share of Pulte Common Stock is equal to or greater than $30.00 but less than $33.00, the Merger Consideration for each share of Company Common Stock will be the number of shares of Pulte Common Stock equal to $33.00 divided by the Market Value of a share of Pulte Common Stock.
(v) If the Market Value of a share of Pulte Common Stock is less than $30.00, the Merger Consideration will be 1.1 shares of Pulte Common Stock for each share of Company Common Stock. Notwithstanding the foregoing, if the Market Value of a share of Pulte Common Stock is less than $27.00, the Company will have the right to terminate this Agreement pursuant to Section 6.1(j).
