Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive (without interest) (A) an amount equal to the Per Share Base Consideration, as adjusted by the Closing Escrow Amount as contemplated in Section 8.1(a) of the Agreement, and (B) subject to the provisions of Section 2.8, the Per Share Contingent Consideration, as adjusted by the Applicable Escrow Amounts as contemplated in Section 8.1(a) of the Agreement.
Target Common Stock. Each share of capital stock of Target (a "Target Share") issued and outstanding immediately prior to the Effective Time (other than any such shares owned by Target, which shall be cancelled) shall be converted into such number of fully paid and non-assessable shares of Series C Convertible Preferred Stock of Parent, par value $0.01 per share, as is equal to the quotient obtained by dividing 8,000,000 by the aggregate number of shares of capital stock of Target outstanding at the Effective Time (the "Per Share Merger Consideration"). From and after the Effective Time, all of the certificates representing the outstanding Target Shares shall be deemed to be no longer outstanding, not be transferable on the books of the Surviving Corporation, and shall represent solely the Per Share Merger Consideration.
Target Common Stock. Each issued and outstanding share of common stock, par value $.01 per share, of Target ("Target Common Stock") (other than the following shares of Target Common Stock which shall be cancelled:
(i) Dissenting Shares (as defined in Section 1.7(a)) and (ii) shares of Target Common Stock held directly or indirectly by Purchaser except for such shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), shall be converted into and exchangeable for the Merger Consideration (as herein defined). The "Merger Consideration" shall consist of (i) .7766 of one (1) share of common stock, par value $.01 per share, of Purchaser ("Purchaser Common Stock") for each share of Target Common Stock (the "Exchange Ratio"), plus (ii) cash in lieu of any fractional share of Purchaser Common Stock as provided in Section 1.5. The Merger Consideration shall be paid to the holders of Target Common Stock as provided in Section 1.6. All of the shares of Target Common Stock converted into and exchangeable for the Merger Consideration pursuant to this Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Target Common Stock shall thereafter represent the right to receive the Merger Consideration pursuant to this Section 1.3(a).
Target Common Stock. For each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (but excluding any Dissenting Shares): (A) an amount of cash equal to the Common Per Share Amount and (B) any cash to be released from the Escrow Consideration or Expense Fund Amount in respect of such share of Target Common Stock in accordance with Section 9 if, as and when such release is required to be made.
Target Common Stock. (i) Subject to the provisions of Section 2.4(a)(ii) and 2.4(a)(iii), each share of Target Common Stock issued and outstanding immediately prior to the Effective Time shall be converted and exchanged, without any action on the part of the holder thereof, into the right to receive (i) the Per Share Closing Consideration (as adjusted for the Closing Escrow Shares), (ii) if and when earned, the Per Share ANDA Consideration (as adjusted for the ANDA Escrow Shares), and (iii) if and when earned, the Per Share Earn-Out Consideration.
(ii) Notwithstanding the provisions of Section 2.4(a)(i), each share of Target Common Stock issued and outstanding immediately prior to the Effective Time, that is held by a Target Stockholder that, as of the Agreement Date, is not an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act) (such Target Stockholder, a “Non-Qualified Stockholder”), shall not be converted and exchanged into the Merger Consideration described in Section 2.4(a)(i), but lieu thereof shall be converted and exchanged, without any action on the part of the holder thereof, into the right to receive (i) an amount in cash (the “Cash Consideration”) equal to the sum of (A) the product of the Per Share Closing Consideration multiplied by the close price of Acquiror’s Common Stock on the last Business Day immediately before the Closing Date as reported on xxx.xxxxxxx.xxxxx.xxx, rounded up to the nearest whole cent (the “Closing Stock Price”) and (B) the product of the Per Share ANDA Consideration multiplied by the Closing Stock Price, and (ii) if and when earned, the Per Share Earn-Out Consideration. For clarification, the entire amount of the Cash Consideration shall be paid by the Acquiror to the Non-Qualified Stockholder at the time such Non-Qualified Stockholder would have been entitled to receive the Closing Share Consideration in accordance with Section 2.5(b) if it were not a Non-Qualified Stockholder.
(iii) At the Effective Time, Target shall have free and immediately available cash in the amount of $[47,395], and Acquiror shall have the right to use such funds to pay Cash Consideration to the Non-Qualified Stockholders as required by this Section 2.6 and Section 2.7.
Target Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Target Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 344.94404 shares of validly issued, fully paid and nonassessable Acquiror Common Stock (for a total of 893,750 shares of Acquiror Common Stock, subject to the provisions hereof relating to delivery of cash in lieu of fractional shares). Each share of Target Common Stock, when so converted, shall automatically be canceled and retired, shall cease to exist and shall no longer be outstanding; and the holder of any certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the shares of Acquiror Common Stock to be issued in exchange therefor (along with any cash in lieu of fractional shares of Acquiror Common Stock as provided in Section 1.7).
Target Common Stock. Each issued and outstanding share of Target Common Stock (other than shares canceled in accordance with Section 2.1(b) and Dissenting Shares as defined in Section 2.1(e)) shall be converted into the right to receive 0.0006262 fully paid and nonassessable shares of common stock, $0.001 par value, of Buyer ("Buyer Common Stock"). The foregoing conversion ratio shall be subject to adjustment to reflect any stock split or stock dividend with respect to Target Common Stock effected between the date of this Agreement and the Effective Time.
Target Common Stock. Except as set forth in § 3(e) and subject to the terms and conditions of this Agreement, in exchange for Certificates and/or affidavits representing all of its outstanding Target Common Stock (other than Dissenting Shares) delivered to the Exchange Agent pursuant to this Agreement, each Target Common Stockholder shall be entitled to receive an amount in cash equal to the Per Share Merger Consideration multiplied by the number of shares of Target Common Stock owned by such Target Common Stockholder as reflected in the capitalization table attached hereto as Exhibit D. Pursuant to § 2(e)(ii), Parent shall transfer via wire transfer in immediately available funds the Exchange Amount to a single account specified in writing by the Exchange Agent. The Target Common Stockholder Merger Consideration shall be payable from the Exchange Amount following the Effective Time by the Exchange Agent to the Target Common Stockholders (other than Dissenting Stockholders) pursuant to the terms of this Agreement.
Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares to be cancelled in accordance with Section 2.6(f) and Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted and exchanged into the right to receive the Merger Consideration as described below.
Target Common Stock. Each share of Target Common Stock outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, and represent the right to receive: (i) as to Permian, 7,596.416049864 validly issued, fully paid, and nonassessable shares of Parent Common Stock; and (ii) as to Esconde, 8.09689391 validly issued, fully paid, and nonassessable shares of Parent Common Stock.
