Treatment of Company Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or holders of any securities of the Company or of Merger Sub, subject to Section 2.1(d) and except as provided in Section 2.1(b), each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares to remain outstanding in accordance with Section 2.1(b)) shall be deemed to have been transferred to Parent in exchange for the right to receive an amount in cash equal to $125.00 (the “Per Share Merger Consideration”), in each case, payable as provided in Section 2.2. From and after the Effective Time, (a) except as provided in Section 2.1(b), the holders of all Company Shares issued and outstanding immediately prior to the Effective Time (including all uncertificated Company Shares represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such Company Shares (each, a “Certificate”)) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration applicable to such Company Shares, and (b) the share transfer books of the Company shall be closed with respect to all Company Shares outstanding and no further transfer of any such Company Shares shall be made on such share transfer books after the Effective Time.
Treatment of Company Shares. All Company Shares issued and outstanding immediately prior to the Merger Effective Time (other than Company Shares to be cancelled in accordance with this clause (a)) shall be converted into the right to receive an aggregate of 64,869,583 (the “Initial Company Investor Share Count”) duly authorized, fully paid, nonassessable and validly issued Parent Common Shares, subject to adjustment as provided in Section 2.2(d) (all such shares, the “Merger Consideration”), which, at the Merger Effective Time, shall be distributed, or caused to be distributed, by Parent to each of the Company Investors and, at the direction of such Company Investors, their Designated Recipients (as defined below) in accordance with their respective allocations (the “Merger Consideration Allocation”) as set forth, in the case of the Company Investors, on Schedule III hereto and, in the case of the Designated Recipients, on Schedule IV hereto; provided, however, that each Company Share issued and outstanding immediately prior to the Merger Effective Time that is held by Company or any wholly owned Subsidiary of Company shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no payment shall be made with respect thereto. From and after the Merger Effective Time, all such Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Company Share shall cease to have any rights with respect thereto, except the right to receive Parent Common Shares in exchange therefor in accordance with this Article II, including the right to receive, pursuant to Section 2.5, cash in lieu of fractional Parent Common Shares, if any, for which such Company Shares have the right to be exchanged pursuant to this Section 2.1 (the “Fractional Share Consideration”). At Company’s election, the Merger Consideration Allocation set forth on Schedule III may be reallocated amongst the Company Investors, and the Merger Consideration Allocation set forth on Schedule IV may be reallocated amongst the Designated Recipients, as set forth on a revised Schedule III and Schedule IV, respectively, delivered to Parent no later than five (5) business days prior to the Closing.
Treatment of Company Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any of the Parties or holders of any securities of the Company or of Merger Sub, subject to Section 2.1(b) and except as provided in Section 2.1(a)(iii):
Treatment of Company Shares. Each Share issued and outstanding immediately before the Merger Effective Time (other than any Dissenting Shares, if any, all of which are subject to the terms of Section 1.7) will automatically cease to exist and cease to be outstanding and will automatically be converted into the right to receive from Buyer the following consideration, upon and subject to the terms herein:
Treatment of Company Shares. Upon the terms and subject to the conditions set forth in this Agreement, promptly following the Closing, and in accordance with the provisions of the paying agent agreement to be agreed between the Parties prior to Closing and attached to this Agreement as Exhibit C (the “Paying Agent Agreement”), the Paying Agent shall deliver to each holder of a Company Share or the 104H Trustee, as applicable (except in the case of (i) Company 102 Shares held by the 102 Trustee, which shall be treated in the manner set forth in Section 2.2(a), and (ii) Company Shares held by Specified Individuals, which shall be treated in the manner set forth in Section 2.1(c)) in exchange for each such Company Share owned by such holder that is issued and outstanding as of immediately prior to the Closing: (i) an amount of cash equal to the Per Share Consideration of Excess Cash, (ii) an amount of cash equal to seventy percent (70%) of the Per Share Consideration (minus the Per Share Consideration of Excess Cash) payable with respect to such Company Share, less an amount of cash equal to such Company Shareholder’s Pro Rata Share of each of (x) the Escrow Amount pursuant to Section 2.5(b) and (y) the Representative Expense Amount pursuant to Section 2.5(c), and (ii) a number of shares of Buyer Ordinary Share equal to quotient obtained by dividing (A) thirty percent (30%) of the Per Share Consideration (minus Per Share Consideration of Excess Cash) payable with respect to such share by (B) the Buyer Stock Price. No payment shall be made with respect to any Company Ordinary Shares held by the Company or any of its Subsidiaries or dormant shares (minayot radumot) immediately prior to the Closing.
Treatment of Company Shares. Upon the terms and subject to the conditions set forth herein, on the Closing Date:
Treatment of Company Shares. On the terms and subject to the conditions set forth in this Agreement, and without any action on the part of any Company Stockholder, at the Effective Time each issued and outstanding share of Company Capital Stock (other than shares to be canceled in accordance with Section 1.2(e) and Dissenting Shares) shall be converted into the right to receive a portion of the Merger Consideration, as specified and allocated in this Section 1.2(a):
Treatment of Company Shares. Each issued and outstanding share of capital stock of the Company that is issued and outstanding immediately prior to the Second Effective Time, by virtue of the Second Merger and without any action on the part of any Person, at the Second Effective Time, shall no longer be outstanding, shall automatically be canceled and shall cease to exist.
Treatment of Company Shares. At the Company Merger I Effective Time, by virtue of Company Merger I and without any action on the part of any holder of Company Shares (i) each Company Share that is issued and outstanding immediately prior to the Company Merger I Effective Time shall be canceled and converted into the right to receive a pro rata portion of the Aggregate Merger Consideration (subject to the immediately following sentence) and (ii) any Company Share held in the treasury of the Company shall be canceled as part of Company Merger I and shall not constitute “Company Shares” hereunder. The Company Stockholder will be permitted, by written notice to Acquiror in a form substantially identical to Exhibit F delivered at least five Business Days prior to the Closing Date, to designate specific, identifiable blocks of Company Shares and allocate the equity and cash components of its Aggregate Merger Consideration among such blocks.
Treatment of Company Shares. Each Company Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares) will be automatically cancelled and extinguished and converted into the right to receive (a) the Per Share Merger Consideration less the Per Share Adjustment Escrow Deposit and (b) a contingent right to receive, if and when payable hereunder, (i) the Per Share Adjustment Escrow Release and (ii) the Per Share Earnout Shares.
