Treatment of Capital Stock. (a) At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of the holders of any securities of the Company or of Merger Sub:
Treatment of Capital Stock. (i) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares, Converted Shares and Dissenting Shares) and all rights in respect thereof, shall, by virtue of the Merger, be converted into the right to receive $9.80 in cash, without interest (the “Merger Consideration”), and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares that immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.
(ii) Each share of Common Stock and Preferred Stock held by the Company as treasury stock or held by Parent or Merger Sub, in each case, immediately prior to the Effective Time (the “Canceled Shares”), shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.
(iii) Each share of Common Stock and Preferred Stock held by any direct or indirect Subsidiary of Parent (other than Merger Sub) or the Company (other than any such shares of Common Stock or Preferred Stock held on behalf of third parties) immediately prior to the Effective Time (the “Converted Shares”) shall be converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages.
(iv) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares and Converted Shares) and all rights in respect of, shall, by virtue of the Merger, be converted into the right to receive the consideration contemplated by (A) in the case of Series A Preferred Stock, Section 8(b) of the Series A Certificate of Designation, (B) in the case of Series A-1 Preferred Stock, Section 8(b) of the Series A-1 Certificate of Designation; and (C) in the case of any other series of Preferred Stock, Section 8(b) of the applicable Certificate of Designation for such series of Preferred Stock (each of the foregoing, “Preferred Stock Merger Consideration”), in each case without interest, and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares or Certificated Shares that immediately prior to the Effective Time represented any such shares of Preferred Stock shall cease to have any rig...
Treatment of Capital Stock. The manner and basis of converting the shares of common stock of Xxxx Xxxxx and Jobsite Holdings, by virtue of the Merger and without any action on the part of any holder thereof, shall be as set forth in this Article II.
Treatment of Capital Stock. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Stockholder:
(a) each share of the common stock, no par value per share, of MFAC (the "MFAC Common Stock") issued and outstanding immediately prior to the Effective Time shall be unchanged and shall remain issued and outstanding and owned beneficially and of record by MCSC; and
(b) subject to Sections 2.5, 2.6 and 2.7 hereof, all of the issued and outstanding shares of the common stock, $1.00 par value per share of TBS (the "TBS Common Stock") issued and outstanding immediately prior to the Effective Time shall be exchanged for cash or a promissory note (the "Cash Portion") in the amount of six hundred ninety-one thousand dollars ($691,000.00) and 210,000 shares (the "New MCSC Shares") of common stock, no par value per share, of MCSC (the "MCSC Common Stock" or the "Stock Portion") (the Cash Portion set forth AGREEMENT AND PLAN OF REORGANIZATION PAGE 7 above and the Stock Portion being collectively referred to herein as the "Purchase Price").
(i) The Stockholders shall be entitled to receive additional consideration (the "Deferred Purchase Price") based on the pre-tax income (as determined by MCSC's independent auditors pursuant to generally accepted accounting principles ("GAAP")) earned by MFAC during the thirty-three (33) full calendar months immediately subsequent to the Closing Date (if the Closing Date is within any month, the first month (the first day of which shall be deemed the "Deferred Purchase Price Commencement Date") to be used to determine the Deferred Purchase Price shall be the next full month immediately following the month in which the Closing Date occurs), as follows: If MFAC's pre-tax The Stockholders income is: will receive: -------------- ---------------- Greater than $2,000,000 $500,000 But less than $2,500,000 Greater than $2,500,000 $1,350,000 But less than $2,800,000 Greater than $2,800,000 $1,770,000 But less than $3,300,000 Greater than $3,300,000 $2,000,000 But less than $4,000,000 Greater than $4,000,000 $2,500,000
(ii) For purposes of determining the Deferred Purchase Price, the pre-tax income of MFAC will be measured on the day which is the 990th day subsequent to the Deferred Purchase Price Commencement Date. The Deferred Purchase Price shall be paid by MCSC 55% in unregistered shares of MCSC Common Stock and 45% in cash. The number of shares of MCSC Common Stock to be paid by...
Treatment of Capital Stock. 7 2.4 Shareholder Rights; Stock Transfers...................................................... 8 2.5
Treatment of Capital Stock. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Corporate Merger and without any action on the part of any shareholder:
(a) each outstanding share of Merger Sub Common Stock shall automatically convert into a share of Surviving Corporation Common Stock;
(b) each share of Buyer's common stock shall continue unchanged as the same share of Buyer's common stock; and
(c) each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall, by virtue of the Corporate Merger and without any action of any kind by any person or entity, be converted into the right to receive the Merger Consideration; provided, however, that each share of Seller Common Stock which is owned beneficially or of record by Seller (including treasury shares) or Buyer or any of their respective Subsidiaries (other than shares held in a fiduciary capacity for the benefit of third parties or as a result of debts previously contracted) shall be canceled and retired without consideration or conversion.
Treatment of Capital Stock. The manner and basis of converting the shares of common stock of Abacus and Abacus Holdings, by virtue of the Merger and without any action on the part of any holder thereof, shall be as set forth in this Article II.
Treatment of Capital Stock. The manner and basis of converting shares of BPZ Common Stock for shares of common stock, no par value per share, of Navidec by virtue of the Merger and without any action on the part of the Parties or any holder thereof, shall be as set forth in this Article II. At or before Closing, all shares of BPZ Preferred Stock shall convert to BPZ Common Stock.
Treatment of Capital Stock. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Corporate Merger and without any action on the part of any shareholder:
(a) each outstanding share of Merger Sub Common Stock shall automatically convert into a share of Surviving Corporation Common Stock;
(b) each share of Buyer's common stock shall continue unchanged as the same share of Buyer's common stock; and
(c) each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall, as a result of the Corporate Merger and without any action of any kind by any person or entity, be cancelled and extinguished in consideration and exchange for the right to receive from Buyer the Per Share Merger Consideration; provided, however, that each share of Seller Common Stock which is owned beneficially or of record by Seller (including treasury shares) or Buyer or any of their respective Subsidiaries (other than shares held in a fiduciary capacity for the benefit of third parties or as a result of debts previously contracted) shall be cancelled and extinguished without consideration or conversion, including all unawarded shares of Seller Common Stock held under Seller's Recognition and Retention Plan.
Treatment of Capital Stock. Section 2.2 Payment for Securities; Surrender of Certificates . Section 2.3
