Treatment of Company Capital Stock. Upon the terms and subject to the conditions set forth herein, at the Effective Time, by virtue of the Merger and without any action on the part of any party hereto, Company Stockholder or any other Person:
Treatment of Company Capital Stock. Each share of Company Capital Stock held by a Converting Holder immediately prior to the Effective Time (other than Dissenting Shares and shares that are owned by the Company as treasury stock) shall be cancelled and automatically converted into the right to receive, subject to and in accordance with Section 1.4 and the terms of any Vesting Agreement to which such Converting Holder is a party, a number of shares of Acquirer Common Stock equal to the quotient of (x) the Per Share Consideration, divided by (y) the Acquirer Stock Price.
Treatment of Company Capital Stock. (a) Subject to Sections 1.8(c) and 1.9, at the Effective Time, by virtue of the First Step Merger and without any further action on the part of Parent, Merger Sub I, the Company or any Stockholder of the Company:
Treatment of Company Capital Stock. At the Merger Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Company or of Merger Sub:
Treatment of Company Capital Stock. Subject to the limitations of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined below) and the shares described in Section 2.1(b)(ii) below) (the “Outstanding Capital Stock”) shall be cancelled and extinguished and automatically converted into the right to receive (without interest and less any applicable Tax withholding): an amount equal to the product of (A) if such share is Series A Preferred Stock, one thousand (1,000) or, if such share is Company Common Stock, one (1), multiplied by (B) the Deemed Per Share Closing Consideration, plus each Per Share Contingent Payment, if any, subject to Section 2.4, in each case in cash and as set forth on the Spreadsheet; provided that for each share of Outstanding Capital Stock held or beneficially owned by a Principal Stockholder and any other Stockholder executing and delivering to the Parent an irrevocable stock/cash election in the form attached hereto as Exhibit D (the “Stock/Cash Election”) prior to the Closing the Deemed Per Share Closing Consideration shall be payable in the form of: (x) cash in an amount equal to such Stockholder’s pro rata portion (relative to all Stockholders who make Stock/Cash Elections) of the Base Cash Consideration remaining after payment of the applicable portion of the Base Cash Consideration to the Stockholders who do not make a Stock/Cash Election, to the holders of Units pursuant to Section 2.1(b) of this Agreement and to satisfy the Termination Payment obligation with respect to the Closing Merger Consideration and (y) shares of Parent Common Stock, valued for such purposes at the Parent Common Stock Price, in an amount equal to the difference between the Deemed Per Share Closing Consideration and the amount payable in cash, as set forth on the Spreadsheet. At the Effective Time, all such shares of Company Capital Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented Outstanding Capital Stock (the “Certificates”) shall cease to have any rights with respect thereto, except the right to receive the applicable portion of the Merger Consideration.
Treatment of Company Capital Stock. (i) On the terms and subject to the conditions of this Agreement, at the Effective Time, without any action on the part of Parent, Parent Americas, Merger Sub, the Company or the holder of any shares of the Company Common Stock, each outstanding share of Company Common Stock issued and outstanding at the Effective Time (excluding (A) shares of Company Capital Stock referenced in Section 1.6(b)(ii) and (B) any Dissenting Shares) shall be cancelled and extinguished and shall be converted automatically into the right to receive an amount of cash (without interest) equal to the Per Share Common Amount, without interest thereon. For purposes of calculating the aggregate amount of cash payable to each Effective Time Company Stockholder pursuant to this Section 1.6(b)(i), all shares of Company Common Stock that are held by each such Effective Time Company Stockholder shall be aggregated and the amount of cash payable to each such Effective Time Company Stockholder shall be rounded down to the nearest whole cent.
Treatment of Company Capital Stock. Upon the terms and subject to the conditions set forth herein, at the Effective Time, by virtue of the Merger and without any action on the part of any party hereto, any Shareholder or any other Person, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) shall be automatically converted into the right to receive (i) the Pro Rata Portion of the Stock Consideration, payable to the holder thereof in accordance with the procedures set forth in Section 2.3 and (ii) the Pro Rata Portion of the Cash Consideration, payable to the holder thereof in accordance with the procedures set forth in Section 2.3, that is distributed to the holder thereof pursuant to the terms of this Agreement, (collectively, the “Per Share Merger Consideration”), and the holders thereof shall cease to have any further rights as holders of Company Capital Stock.
Treatment of Company Capital Stock. Each share of Company Common Stock, or fraction thereof, issued and outstanding as of immediately prior to the Company Merger Effective Time (including each Restricted Company Share) shall be converted into the right to receive 2.04 (the “Exchange Ratio”) (or with respect to any fractional share of Company Common Stock, that fraction of PECO Common Stock consistent with the Exchange Ratio) validly newly issued, fully paid and nonassessable shares of PECO Common Stock (the “Merger Consideration”) in accordance with Section 2.2 and subject to Section 2.1(c), Section 2.4 and the next sentence of this Section 2.1(a)(i). The Merger Consideration payable to each holder of Company Shares (including Restricted Company Shares) will be aggregated and each such holder shall be entitled to receive such number of shares of PECO Common Stock, including any fraction thereof (consistent with the Exchange Ratio). From and after the Company Merger Effective Time, all such Company Shares (including Restricted Company Shares) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Company Share, including any Restricted Company Share, shall cease to have any rights with respect thereto, except for the right to receive the Merger Consideration therefor in accordance with Section 2.2.
Treatment of Company Capital Stock. (A) Each share of Company Capital Stock, including any Unvested Company Shares, held by a Converting Holder immediately prior to the Effective Time (other than Dissenting Shares and shares that are owned by the Company as treasury stock) shall be cancelled and automatically converted into the right to receive, subject to and in accordance with Section 1.3(a)(i)(B), Section 1.4, the terms of a Vesting Agreement to which such Converting Holder is a party and the execution and delivery to Acquirer of a Stockholder Agreement and, if an Accredited Investor, an Investor Representation Agreement, a number of shares of Acquirer Common Stock equal to the Per Share Consideration; provided, however, if a Converting Holder is not an Accredited Investor, (1) such Converting Holder shall instead receive cash equal to the Per Share Consideration multiplied by the Acquirer Stock Price and (2) all other terms of this Agreement that would have otherwise applied to such Acquirer Common Stock shall apply mutatis mutandis to such cash, including, but not limited to, Section 1.4(b) (Holdback Amount) and Article V (Holdback Fund and Indemnification); provided, further, that unless otherwise agreed in writing by Acquirer, if a Converting Holder has not confirmed accreditation within 15 Business Days following the Closing pursuant to a duly executed and completed Investor Representation Agreement, such Converting Holder shall be deemed to not be an Accredited Investor and shall only be entitled to receive cash as set forth above. No fractional shares of Acquirer Common Stock will be issued and no cash in lieu of fractional shares of Acquirer Common Stock shall be paid in connection with the Merger. The number of shares of Acquirer Common Stock each Company Stockholder is entitled to receive pursuant to this Section 1.3(a)(i) for such shares of Company Capital Stock shall be rounded down to the nearest whole share and computed after aggregating all shares of Company Capital Stock held by such Company Stockholder.
Treatment of Company Capital Stock. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or JPMorgan each share of Stock that is owned by JPMorgan, the Company or any Subsidiary of JPMorgan or the Company immediately prior to the Effective Time shall be automatically canceled and extinguished without any rights remaining to holder thereof other than the right to receive the Merger Consideration.
