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. 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. 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. 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, Contributing Equityholders, or any other Person:
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, Merger Sub, the Company or the holder of any shares of the Company Series A Preferred Stock, each share of Company Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive that number of shares of Parent Common Stock equal to the Per Share Series A Preferred Amount. For purposes of calculating the aggregate number of shares of Parent Common Stock issuable to each Effective Time Company Stockholder pursuant to this Section 1.6(b)(i), all shares of Company Series A Preferred Stock that are held by each such Effective Time Company Stockholder shall be aggregated and the number of shares of Parent Common Stock issuable to each such Effective Time Company Stockholder shall be rounded down to the nearest whole share.
(ii) On the terms and subject to the conditions of this Agreement, at the Effective Time, without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of the Company Convertible Preferred Stock, each share of Company Convertible Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive that number of shares of Parent Common Stock equal to the Per Share Convertible Preferred Amount. For purposes of calculating the aggregate number of shares of Parent Common Stock issuable to each Effective Time Company Stockholder pursuant to this Section 1.6(b)(ii), all shares of Company Convertible Preferred Stock that are held by each such Effective Time Company Stockholder shall be aggregated and the number of shares of Parent Common Stock issuable to each such Effective Time Company Stockholder shall be rounded down to the nearest whole share.
(iii) On the terms and subject to the conditions of this Agreement, at the Effective Time, without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of Company Common Stock, each outstanding share of Company Common Stock issued and outstanding at the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive that number of shares of Parent Common Stock equal to the Per Share Common Amount. For purposes of calcul...
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:
(i) each share of Common Stock of the Company, par value $0.0001 per share (“Company Common Stock”) outstanding immediately prior to the Effective Time shall be converted into the right to receive (1) the “Applicable Share
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) Subject to Section 1.9, at the First Closing, without any further action on the part of the Company or any Stockholder of the Company, Parent shall purchase the shares of Common Stock of the Company, par value $0.0001 per share (“Company Common Stock”), held by the Stockholders for the price set forth in Exhibit A.
(b) Subject to Section 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:
(i) each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $0.363 per share in cash; and
(ii) each share of the common stock (with no par value) of Merger Sub I outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Interim Surviving Corporation.
(c) If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement, then at the Effective Time the vesting of such shares of Company Common Stock shall accelerate in full and any repurchase option, risk of forfeiture or other condition shall terminate.”
3. Sections 1.8(b), 1.8(c), 1.8(d), 3.7, 3.8, 3.9, 4.5, 6.9(h), 6.9(k), 6.9(l), 6.11 and 6.14 of the Merger Agreement are hereby amended and restated to read in their entirety as follows: “Intentionally Omitted.”
4. Section 5.1 of the Merger Agreement is hereby amended and restated to read in its entirety as follows:
(a) During the period from the date of this Agreement through the earlier of the First Closing or the termination of this Agreement (the “ Pre-Closing Period ”), the Company shall, and shall cause its Representatives to: (a) provide Parent and Parent’s Representatives with reasonable access to the Company’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and the business, properties and personnel of the Company, and (b) provide Parent and Parent’s Representatives with copies of such existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Company, and the business, properties and personnel...
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. 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:
(i) Company Common Stock. Each share of Company Common 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 1.4, (A) a number of shares of Acquirer Common Stock equal to the Common Per Share Stock Consideration, (B) cash equal to the Common Per Share Cash Consideration, subject to Section 1.3(a)(ii), less the Converting Holder’s Pro Rata Share of the Cash Escrow Amount, (C) subject to Article VIII, the right to receive upon release from the Escrow Fund such Converting Holder’s Pro Rata Share of the Escrow Fund and (D) upon release from the Expense Fund, such Converting Holder’s Pro Rata Share of the Expense Fund (for the sake of clarity, it being understood that the amount under this Section 1.3(a)(i)(B) shall be the Common Per Share Cash Consideration) (for the sake of clarity, it being understood that to the extent a Converting Holder holds both vested and unvested Company Common Stock immediately prior to Effective Time, the vested Company Common Stock will convert into vested cash to the maximum extent possible).
