Treatment of Company Stock. At the Effective Time (and, for the avoidance of doubt, following the Preferred Stock Conversion), by virtue of the Merger and without any action on the part of any holder thereof:
Treatment of Company Stock. (i) Each share of Company Common Stock (collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (x) Shares to be cancelled and retired in accordance with Section 2.6(a), and (y) Dissenting Shares) shall be converted into the right to receive the Per Share Merger Consideration. Subject to Section 2.9(i), the Per Share Merger Consideration to be issued pursuant to this Article 2 shall be in the form of Buyer Exchangeable Shares rounded up to the nearest whole Buyer Exchangeable Share. The Per Share Merger Consideration shall be allocated among the Company Shareholders in the proportions set forth in the Merger Consideration Spreadsheet, subject to adjustment in accordance with the terms of Section 2.18.”
Treatment of Company Stock. (i) Each share of Company Common Stock (collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (x) Shares to be cancelled and retired in accordance with Section 2.6(a), and (y) Dissenting Shares) shall be converted into the right to receive the Per Share Merger Consideration. Subject to Section 2.9(i), the Per Share Merger Consideration to be issued pursuant to this Article 2 shall be in the form of Buyer Exchangeable Shares. The Per Share Merger Consideration shall be allocated among the Company Shareholders in the proportions set forth in the Merger Consideration Spreadsheet, subject to adjustment in accordance with the terms of Section 2.18.
(ii) Each share of Series A Preferred Stock (the “Preferred Shares”) issued and outstanding immediately prior to the Effective Time (other than (x) shares to be cancelled and retired in accordance with Section 2.6(a), and (y) Dissenting Shares) shall not be cancelled, converted or exchanged in connection with the Merger and shall remain issued and outstanding following the Effective Time.
Treatment of Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:
Treatment of Company Stock. At the Effective Time, by virtue of the Merger and without any additional action on the part of the Company, Purchaser, Merger Sub, any Stockholder or any holder shares of capital stock of Merger Sub, in each case upon the terms and subject to the conditions set forth herein:
(a) Subject to Section 2.07, each share of Company Stock (other than the Excluded Shares and the Dissenting Shares) shall automatically be converted into the right to receive, (i) an amount in cash and without interest, equal to (A) the applicable Closing Cash Pro Rata Percentage multiplied by (B) the Estimated Closing Cash Consideration, (ii) subject to Section 2.04(f), a number of shares of Purchaser Stock equal to (A) the applicable Closing Stock Pro Rata Percentage multiplied by (B) the Stock Consideration and (iii) an amount in cash and without interest, equal to (A) the applicable Additional Merger Consideration Pro Rata Percentage multiplied by (B) the Additional Merger Consideration (if any).
(b) Each share of Company Stock held immediately prior to the Effective Time by the Company as treasury stock or by Purchaser or Merger Sub (collectively, the “Excluded Shares”), shall automatically be canceled for no consideration, and no payment shall be made with respect thereto.
(c) Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation.
Treatment of Company Stock. Effective as of the Termination Date, the Company will cease to treat me as an active employee for purposes of any applicable employee voting agreements and group sales programs. Effective as of the third business day following the announcement by the Company of its earnings for the third quarter of fiscal year 2000 (the "Window Date"), the Company will waive or remove any remaining restrictions (other than any restrictions imposed under applicable law) on the transfer or sale of the shares of the Company's common stock designated on Schedule A as "Section 1 Awards" (including all shares subject to stock options so designated) and, effective as of the Window Date, the Company will remove any remaining forfeiture conditions on such shares and any unexercised options that are so designated (including all shares subject to stock options so designated), in each case subject to any necessary approval of the Company's Board of Directors (or the appropriate committee thereof). Effective as of the first anniversary of the Termination Date, the Company will convert the restricted stock units, all of which are designated on Schedule A as "Section 2 Awards", into shares of common stock and will waive or remove any remaining transfer or sale restrictions and any remaining forfeiture conditions (other than any restrictions imposed under applicable law) on all shares of common stock (including shares subject to stock options) and any unexercised options designated on Schedule A as "Section 2 Awards", subject to any necessary approval of the Company's Board of Directors (or the appropriate committee thereof) and any applicable withholding requirements. All shares of common stock (including shares subject to stock options) listed in Schedule A are referred to in this Agreement as "Company Shares". The Company shall use its best efforts to obtain any Board or Board committee approvals needed to effect the terms and conditions of this Agreement at or before the next regularly scheduled Board meeting. I hereby acknowledge and agree with the Company that (i) I will not transfer, sell, hypothecate, margin or enter into any derivative transaction with respect to (for purposes of this Section 2(f), "transfer"), or attempt to transfer, any Company Shares during the period beginning on the date of signature hereof and ending on the Window Date, (ii) during the period beginning on the Window Date and ending on the first anniversary of the Termination Date, I will not transfer, or a...
Treatment of Company Stock. Each share of stock of the Company outstanding immediately before the Effective Time shall not be converted or exchanged in any manner as a result of the Merger, and shall remain outstanding from and after the Effective Time and shall continue to be outstanding shares of stock of the Surviving Entity.
Treatment of Company Stock. Each share of Company Stock converted or cancelled in accordance with Section 1.10(a) shall no longer be outstanding and will automatically be cancelled and will cease to exist and the holders of such Company Stock will cease to be, and will have no rights as, stockholders of the Surviving Corporation, except that certificates that represented such converted or cancelled shares of Company Stock issued and outstanding immediately prior to the Effective Time shall be deemed for all purposes to represent only the right to receive the consideration or rights (if any) contemplated by Section 1.10(a) pursuant to Section 1.14.
Treatment of Company Stock. 20 Section 2.03 Treatment of Options, Warrants, Convertible Notes and Equity Rights............
Treatment of Company Stock. At the Effective Time, by virtue of the Merger and without any additional action on the part of the Company, Purchaser, Merger Sub, any Stockholder or any holder of shares of capital stock of Merger Sub, in each case upon the terms and subject to the conditions set forth herein: (a) Each share of Preferred Stock (other than the Excluded Shares and the Dissenting Shares) shall automatically be cancelled and extinguished and converted into the right to receive, in cash and without interest thereon, the Preferred Stock Per Share Amount, subject to the delivery of a Letter of Transmittal (as defined below) in accordance with Section 2.04(b), including the holder of such Preferred Stock agreeing to be bound by the release of claims as provided therein.
