TERMS OF CONVERSION AND EXCHANGE OF SHARES. At the Effective Time:
TERMS OF CONVERSION AND EXCHANGE OF SHARES. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:
(a) Each share of common stock, $.001 par value, of Merger Sub issued and outstanding immediately prior to the Merger ("MergerSub Common Stock") shall be converted into one share of common stock of the Surviving Corporation.
(b) Each share of common stock, $.01 par value, of ICON issued and outstanding immediately prior to the Merger ("ICON Common Stock") shall be converted into, one outstanding share of common stock of Parent, $.001 par value.
TERMS OF CONVERSION AND EXCHANGE OF SHARES. 2.1 NW Natural Common Stock. At the Effective Time, each share of NW Natural Common Stock issued and outstanding immediately prior to the Effective Time will automatically convert into one share of Holdco Common Stock, and such Holdco Common Stock will thereupon be issued and outstanding and fully-paid and non-assessable.
TERMS OF CONVERSION AND EXCHANGE OF SHARES. At the Effective Time:
(a) Each share of AGL Common Stock issued immediately prior to the Effective Time shall thereupon, and without surrender of stock certificates or any other action on the part of the holder thereof, be changed and converted into one share of Holdings Common Stock, which shall thereupon be issued, fully paid and nonassessable; such shares of AGL Common Stock to be converted shall be deemed to include any shares then held in its treasury, and such converted treasury shares shall, immediately following the Effective Time, be deemed to be held in Holdings' treasury;
(b) The shares of AGL Preferred Stock issued and outstanding immediately prior to the Effective Time shall not be converted or otherwise affected by the Merger, and each such share shall continue to be issued and outstanding and to be one fully paid and nonassessable share of the particular series of AGL Preferred Stock of the Surviving Corporation; and
(c) Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.
TERMS OF CONVERSION AND EXCHANGE OF SHARES. At the Effective Time:
(a) Each share of Berkshire Gas Common Stock issued and outstanding immediately prior to the Merger thereupon shall be changed and converted into one Holdco Common Share, which thereupon shall be issued, fully paid and nonassessable;
(b) The shares of Berkshire Gas Preferred Stock issued and outstanding immediately prior to the Merger shall not be converted or otherwise affected by the Merger, and each such share shall continue to be issued and outstanding and to be one fully paid and nonassessable share of the particular series of preferred stock of the Surviving Corporation;
(c) Each share of Mergeco Common Stock issued and outstanding immediately prior to the Merger shall be converted into one share of common stock of the Surviving Corporation, which thereupon shall be issued, fully paid and nonassessable; and
(d) Each Holdco Common Share issued and outstanding immediately prior to the Merger shall be canceled.
TERMS OF CONVERSION AND EXCHANGE OF SHARES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of Ethyl, NewMarket or Merger Sub:
TERMS OF CONVERSION AND EXCHANGE OF SHARES. On the Merger Date:
TERMS OF CONVERSION AND EXCHANGE OF SHARES. 2.1 On the Effective Date, by virtue of the Merger and without any action on the part of any holder of any share of Liberty common stock or any share of Sac River common stock, but subject to RSMo. Section 362.730 with respect to the rights of dissenting shareholders, the following shall occur:
(a) Each issued and outstanding share of Liberty common stock on the Effective Date shall remain issued and outstanding and shall be unchanged by the Merger.
(b) Each issued and outstanding share of Sac River common stock issued and outstanding after the Effective Date shall cease to be outstanding, and shall be automatically cancelled and retired and shall cease to exist, and shall be converted into and exchanged for the right to receive common stock of Bancshares, fully paid and non-assessable, and cash from Bancshares, as follows:
(i) Cash in the amount of Four Hundred Eighty-Five Dollars & 70/100 ($485.70) per share (the "Mandatory Per Share Cash Amount"). In no event, however, shall the Mandatory Per Share Cash Amounts exceed, in the aggregate, Four Million Eight Hundred Fifty-Seven Thousand Dollars ($4,857,000.00); and
(ii) At the election of each shareholder of Sac River, with respect to each share of Sac River common stock:
(A) Cash in the amount of One Thousand Fifty Dollars ($1,050.00) per share (the "Optional Per Share Cash Amount"); provided, however, that the total cash payable by Bancshares with respect to the Optional Per Share Cash Amount to all shareholders of Sac River shall not exceed Two Million Eight Hundred Thousand Dollars ($2,800,000.00), less cash distributed in lieu of fractional shares (the "Optional Cash Payment Limitation"); or
(B) The right to receive 35.516 shares of common stock of Bancshares (the "Exchange Ratio").
2.2 In the event Bancshares changes the number of shares of Bancshares common stock issued and outstanding prior to the Effective Date as a result of a stock split, stock dividend, or similar recapitalization with respect to such stock and the record date therefore (in the case of a stock dividend) or the effective date thereof (in the case of a stock split or similar recapitalization for which a record date is not established) shall be prior to the Effective Date, the Exchange Ratio shall be proportionately adjusted.
2.3 Notwithstanding any other provision of this Agreement, each holder of shares of Sac River common stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a sh...
TERMS OF CONVERSION AND EXCHANGE OF SHARES. At the Effective Time:
(a) Each share of Energy West Common Stock issued, whether or not outstanding immediately prior to the Merger, shall be changed and converted into one share of Holdco Common Stock, which shall thereupon be issued, fully paid and nonassessable.
(b) Each outstanding option to purchase Energy West Common Stock (an “Energy West Stock Option”) issued pursuant to Energy West’s 2002 Stock Option Plan (which at the Effective Time of the Merger will become Holdco’s 2002 Stock Option Plan), whether vested or not vested or exercisable, shall be deemed to constitute an option (a “Holdco Stock Option”) to acquire, on the same terms and conditions as were applicable under such Energy West Stock Option (including the price per share), the same number of shares of Holdco Common Stock as the holder of such Energy West Stock Option would have been entitled to receive upon the exercise of such Energy West Stock Option.
(c) Each share of MergerSub Stock issued, whether or not outstanding, shall be converted into one share of common stock of the Surviving Entity.
(d) Each share of Holdco Common Stock owned by Energy West immediately prior to the Merger shall automatically be canceled and retired and shall cease to exist.
TERMS OF CONVERSION AND EXCHANGE OF SHARES. At the Effective Time:
(a) Each share of Boston Edison Common Stock issued and outstanding immediately prior to the Merger shall not be converted or otherwise affected by the Merger, and each such share shall continue to be issued and outstanding and to be one fully paid and nonassessable share of the common stock of the Surviving Corporation;
(b) The shares of Boston Edison Preferred Stock issued and outstanding immediately prior to the Merger shall not be converted or otherwise affected by the Merger, and each such share shall continue to be issued and outstanding and to be one fully paid and nonassessable share of the particular series of preferred stock of the Surviving Corporation; and
(c) Each share of CEC Common Stock, Cambridge Common Stock and Canal Common Stock issued and outstanding immediately prior to the Merger shall, by virtue of the Merger and without any action on the part of any holder thereof, be converted into the following number of share of common stock of the Surviving Corporation, which thereupon shall be issued, fully paid and nonassessable: 0.0000088 in the case of CEC; 0.0000115 in the case of Cambridge; and 0.0000084 in the case of Canal.
