Treatment of Shares. Section 2.1 Effect of the Scheme on Parent Capital Stock. As of the Scheme Effective Time, in accordance with the terms of the Scheme (a) all ordinary shares of 11 13/17 xxxxx each of Parent ("Parent Ordinary Shares") outstanding on the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent Ordinary Shares then held by them an identical number of ordinary shares of Newco ("Newco Ordinary Shares"), (b) all Parent Ordinary Shares represented by American Depositary Shares of Parent ("Parent ADSs"), each representing five (5) Parent Ordinary Shares and evidenced by American Depositary Receipts ("Parent ADRs"), outstanding as of the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent ADSs then held by them an identical number of American Depositary Shares of Newco ("Newco ADSs"), each representing five (5) Newco Ordinary Shares and evidenced by American Depositary Receipts ("Newco ADRs"), (c) Parent will issue and deliver Parent Ordinary Shares to Newco, and (d) if required by the Secretary of State for Trade and Industry in the UK as a condition of giving its consent to the Scheme, the Special Rights Redeemable Preference Share of Parent with a nominal value of (pound)1 held by the Secretary of State for Trade and Industry in the UK (the "Parent Special Share") shall be cancelled and one Special Rights Redeemable Preference Share of Newco with a nominal value of (pound)1 shall be issued by Newco to the Secretary of State for Trade and Industry in the UK (the "Newco Special Share"). Section 2.2 Effect of the Merger on the Company Capital Stock. As of the Merger Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Common Stock (as hereinafter defined): (a) Conversion of Merger Sub Shares. Each share of common stock, par value $0.10 per share, of Merger Sub issued and outstanding immediately prior to the Merger Effective Time will be converted into one share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock").
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Treatment of Shares. Section 2.1 Effect At the Effective Date, in the event the Reverse Split has become effective, the Shares shall be converted by virtue of the Scheme on Parent Capital Stock. As Merger, into an aggregate of the Scheme Effective Time, in accordance with the terms of the Scheme (a) all ordinary approximately 4,375,000 shares of 11 13/17 xxxxx each of Parent ESCAgenetics Common Stock ("Parent Ordinary Shares") outstanding on the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent Ordinary Shares then held by them an identical number of ordinary shares of Newco ("Newco Ordinary Shecom Shares"), (b) all Parent Ordinary Shares represented by American Depositary Shares of Parent ("Parent ADSs"), each representing five (5) Parent Ordinary Shares and evidenced by American Depositary Receipts ("Parent ADRs"), outstanding as of the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent ADSs then held by them an identical number of American Depositary Shares of Newco ("Newco ADSs"), each representing five (5) Newco Ordinary Shares and evidenced by American Depositary Receipts ("Newco ADRs"), (c) Parent will issue and deliver Parent Ordinary Shares to Newco, and (d) if required by the Secretary of State for Trade and Industry in the UK as a condition of giving its consent to the Scheme, the Special Rights Redeemable Preference Share of Parent with a nominal value of (pound)1 held by the Secretary of State for Trade and Industry in the UK (the "Parent Special Share") shall be cancelled and one Special Rights Redeemable Preference Share of Newco with a nominal value of (pound)1 shall be issued by Newco to the Secretary of State for Trade and Industry in the UK (the "Newco Special Share").
Section 2.2 Effect of the Merger on the Company Capital Stock. As basis of the Merger Effective Time.1865 shares of ESCAgenetics Common Stock for each Share, by virtue of the Merger and without any action on the part of any holder the holders thereof. In the event the Reverse Split has not become effective on or before the Effective Date the Shares shall be converted by virtue of Company the Merger, and at the Effective Date, into an aggregate of 21,875,000 shares of ESCAgenetics Common Stock, on the basis of .9325 shares of ESCAgenetics Common Stock (for each Share, without any action on the part of the holders thereof. In the event the Reverse Split has not taken place on or before the Effective Date, the conversion of the Shares into shares of ESCAgenetics Common Stock shall be performed in accordance with this Section, and the Shecom Shares issuable to the Shecom shareholders shall be issued as hereinafter defined):follows:
(a1) Conversion as soon as practicable after the Effective Date, ESCAgenetics shall cause to be issued to the Shecom shareholders a total of Merger Sub Shares. Each share 4,375,000, and (2) thereafter, ESCAgenetics shall use its best efforts to: (A) obtain stockholder approval to amend its certificate of incorporation to increase the authorized shares of common stockstock so as to permit the additional share issuance and reservation required by this subparagraph, par value $0.10 per share, of Merger Sub and (B) cause to be issued and outstanding immediately prior to the Merger Effective Time will Shecom shareholders an additional 458,656,193 shares and approximately 108,010,474 shares to be converted into one share reserved for issuance pursuant to Section 7.2 below. The ESCAgenetics Stockholders, by their signatures hereto, agree to vote in favor of common stockany such amendment to the certificate of incorporation required by this subsection. Upon such surrender, par value $0.01 per shareShares so surrendered shall be owned of record and beneficially by ESCAgenetics. Upon conversion, of any fractional ESCAgenetics Common Stock resulting from conversion shall be rounded up to the Company (the "Company Common Stock")next highest whole number.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Escagenetics Corp)
Treatment of Shares. Section 2.1 Effect of the Scheme on Parent Capital Stock. As of the Scheme Effective Time, in accordance with the terms of the Scheme (a) all ordinary shares of 11 13/17 xxxxx each of Parent ("Parent Ordinary Shares") outstanding on At the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent Ordinary Shares then held by them an identical number of ordinary shares of Newco ("Newco Ordinary Shares"), (b) all Parent Ordinary Shares represented by American Depositary Shares of Parent ("Parent ADSs"), each representing five (5) Parent Ordinary Shares and evidenced by American Depositary Receipts ("Parent ADRs"), outstanding as of the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent ADSs then held by them an identical number of American Depositary Shares of Newco ("Newco ADSs"), each representing five (5) Newco Ordinary Shares and evidenced by American Depositary Receipts ("Newco ADRs"), (c) Parent will issue and deliver Parent Ordinary Shares to Newco, and (d) if required by the Secretary of State for Trade and Industry in the UK as a condition of giving its consent to the Scheme, the Special Rights Redeemable Preference Share of Parent with a nominal value of (pound)1 held by the Secretary of State for Trade and Industry in the UK (the "Parent Special Share") shall be cancelled and one Special Rights Redeemable Preference Share of Newco with a nominal value of (pound)1 shall be issued by Newco to the Secretary of State for Trade and Industry in the UK (the "Newco Special Share").
Section 2.2 Effect of the Merger on the Company Capital Stock. As of the Merger Effective Time, by virtue of the Merger and without any action on the part of any holder the holders thereof, all outstanding shares of Company Common Stock (as hereinafter defined):
(a) Conversion of Merger Sub Shares. Each share of common stock, par value $0.10 per share, of Merger Sub issued and outstanding immediately prior to the Merger Effective Time will shall be converted in the aggregate into one the right to receive (i) 7,000,000 shares of Purchaser Common Stock and (ii) warrants to purchase 1,400,000 shares of Purchaser Common Stock, half at an exercise price of $2.56 per share and half at an exercise price of common stock$2.78 per share (collectively, par value $0.01 per sharethe "Warrants"), of substantially in the Company form attached hereto as Exhibit D (collectively, the "Merger Consideration"). As soon as reasonably practicable following the Effective Time, (x) Seller will surrender certificates (the "Company Stock Certificates") formerly representing all outstanding shares of Company Common StockStock to Purchaser for cancellation, and (y) Purchaser will issue irrevocable instructions to its transfer agent (a copy of which will be provided to Seller at the Effective Time) to promptly deliver to Seller stock certificates evidencing the Merger Consideration in such denominations as Seller shall reasonably request. Notwithstanding the immediately preceding two sentences, of the shares of Purchaser Common Stock comprising the Merger Consideration, (x) 600,000 shares (the ")Escrowed Shares") shall be placed into, held and thereafter released from escrow pursuant to and in accordance with the Escrow Agreement, and (y) 700,000 shares (the "Pledged Shares") shall be held and thereafter transferred to either Seller or Purchaser or sold, pursuant to and in accordance with the Assumption Agreement.
(b) The shares of Purchaser Common Stock issued in the Merger will not be registered under the Securities Act. Such shares may not be transferred or resold thereafter, except in compliance with the terms of this Agreement, the Resale and Voting Agreement, and the Registration Rights Agreement, or following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.
(c) The parties intend that no option, warrant or convertible instrument of Seller will become exercisable or convertible for or into any securities of Purchaser or the Surviving Corporation in connection with or following the Merger.
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Treatment of Shares. Section 2.1 Effect of the Scheme on Parent Capital Stock. As of the Scheme Effective Time, in accordance with the terms of the Scheme (a) all ordinary shares of 11 13/17 xxxxx each of Parent ("Parent Ordinary Shares") outstanding on At the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent Ordinary Shares then held by them an identical number of ordinary shares of Newco ("Newco Ordinary Shares"), (b) all Parent Ordinary Shares represented by American Depositary Shares of Parent ("Parent ADSs"), each representing five (5) Parent Ordinary Shares and evidenced by American Depositary Receipts ("Parent ADRs"), outstanding as of the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent ADSs then held by them an identical number of American Depositary Shares of Newco ("Newco ADSs"), each representing five (5) Newco Ordinary Shares and evidenced by American Depositary Receipts ("Newco ADRs"), (c) Parent will issue and deliver Parent Ordinary Shares to Newco, and (d) if required by the Secretary of State for Trade and Industry in the UK as a condition of giving its consent to the Scheme, the Special Rights Redeemable Preference Share of Parent with a nominal value of (pound)1 held by the Secretary of State for Trade and Industry in the UK (the "Parent Special Share") shall be cancelled and one Special Rights Redeemable Preference Share of Newco with a nominal value of (pound)1 shall be issued by Newco to the Secretary of State for Trade and Industry in the UK (the "Newco Special Share").
Section 2.2 Effect of the Merger on the Company Capital Stock. As of the Merger Effective Time, by virtue of the Merger and without any action on the part of any holder the holders thereof, all outstanding shares of Company Common Stock shall be converted in the aggregate into the right to receive (i) 7,000,000 shares of Purchaser Common Stock and (ii) warrants to purchase 1,400,000 shares of Purchaser Common Stock, half at an exercise price of $2.56 per share and half at an exercise price of $2.78 per share (collectively, the "WARRANTS"), substantially in the form attached hereto as hereinafter defined):
EXHIBIT D (acollectively, the "MERGER CONSIDERATION"). As soon as reasonably practicable following the Effective Time, (x) Conversion Seller will surrender certificates (the "COMPANY STOCK CERTIFICATES") formerly representing all outstanding shares of Merger Sub Shares. Each share Company Common Stock to Purchaser for cancellation, and (y) Purchaser will issue irrevocable instructions to its transfer agent (a copy of common stock, par value $0.10 per share, of Merger Sub issued and outstanding immediately prior which will be provided to Seller at the Effective Time) to promptly deliver to Seller stock certificates evidencing the Merger Effective Time will be converted into one share of common stock, par value $0.01 per shareConsideration in such denominations as Seller shall reasonably request. Notwithstanding the immediately preceding two sentences, of the Company shares of Purchaser Common Stock comprising the Merger Consideration, (x) 600,000 shares (the "Company ESCROWED SHARES") shall be placed into, held and thereafter released from escrow pursuant to and in accordance with the Escrow Agreement, and (y) 700,000 shares (the "PLEDGED SHARES") shall be held and thereafter transferred to either Seller or Purchaser or sold, pursuant to and in accordance with the Assumption Agreement.
(b) The shares of Purchaser Common Stock")Stock issued in the Merger will not be registered under the Securities Act. Such shares may not be transferred or resold thereafter, except in compliance with the terms of this Agreement, the Resale and Voting Agreement, and the Registration Rights Agreement, or following registration under the Securities Act or in reliance on an exemption from registration under the Securities Act.
(c) The parties intend that no option, warrant or convertible instrument of Seller will become exercisable or convertible for or into any securities of Purchaser or the Surviving Corporation in connection with or following the Merger.
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Treatment of Shares. Section 2.1 Effect of the Scheme on Parent Capital Stock. As of the Scheme Effective Time, in accordance with the terms of the Scheme (a) all ordinary shares of 11 13/17 xxxxx each of Parent ("Parent Ordinary Shares") outstanding on the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent Ordinary Shares then held by them an identical number of ordinary shares of Newco ("Newco Ordinary Shares"), (b) all Parent Ordinary Shares represented by American Depositary Shares of Parent ("Parent ADSs"), each representing five (5) Parent Ordinary Shares and evidenced by American Depositary Receipts ("Parent ADRs"), outstanding as of the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent ADSs then held by them an identical number of American Depositary Shares of Newco ("Newco ADSs"), each representing five (5) Newco Ordinary Shares and evidenced by American Depositary Receipts ("Newco ADRs"), (c) Parent will issue and deliver Parent Ordinary Shares to Newco, and (d) if required by the Secretary of State for Trade and Industry in the UK as a condition of giving its consent Subject to the Schemeprovisions of this Section 1.7 and Sections 2.1 and 2.2 hereof, at the Special Rights Redeemable Preference Share of Parent with a nominal value of (pound)1 held by the Secretary of State for Trade and Industry in the UK (the "Parent Special Share") shall be cancelled and one Special Rights Redeemable Preference Share of Newco with a nominal value of (pound)1 shall be issued by Newco to the Secretary of State for Trade and Industry in the UK (the "Newco Special Share").
Section 2.2 Effect of the Merger on the Company Capital Stock. As of the Merger Effective Time, by virtue of the Merger and without any action on the part of ICON, the GST Companies or the stockholders of any holder of Company Common Stock (the foregoing, the shares of the constituent corporations to the Merger shall be converted as hereinafter defined):follows:
(a) Conversion of Merger Sub Shares. Each outstanding share of common stockcapital stock of GST issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time.
(b) All of the shares of Common Stock, $.01 par value $0.10 per share, of Merger GST Sub issued and outstanding immediately prior to the Merger Effective Time will shall cease to be outstanding and shall be converted in the aggregate into one share 100 shares of common stockCommon Stock, without par value $0.01 per sharevalue, of the Company ICON (the "Company Common ICON Stock").
(c) All of the shares of ICON Stock issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted, in the aggregate, into the right to receive the sum of U.S. $23,800,000 (the "Merger Consideration"), payable as hereinafter provided. The Merger Consideration shall be allocated among each of the shareholders of ICON (the "Shareholders") in accordance with each Shareholder's proportionate share of the total number of outstanding shares of ICON Stock at the Effective Time. The Merger Consideration to be delivered on the Closing Date to the Exchange Agent (as hereinafter defined) shall be reduced by:
(i) 8% of the amount thereof (the "Escrowed Consideration") in connection with the indemnification by ICON set forth in Section 7.2 hereof (such reduction to be allocated among all of the Shareholders in proportion to the number of shares of ICON Stock owned by each Shareholder at the Effective Time), which shall be deposited with Tousley Brain, PLLC, as thx Xxxxxw Agent (the "Escrow Agent"), to be held and applied pursuant to the terms and conditions of the Escrow Agreement to be entered into by and among GST, GST Sub and the Shareholders' Agent (as hereinafter defined), a copy of which is attached hereto as Exhibit A (the "Escrow Agreement");
(ii) $99,998.00 to pay the Shareholders' Closing costs, which amount shall be deposited into a segregated account maintained by ICON, provided that any moneys remaining in such account on September 1, 1998 shall be deposited with the Escrow Agent for investment and distribution pursuant to the terms of the Escrow Agreement; and
(iii) $2,123,900.00 to fund the Call Option (as hereinafter defined), which amount shall be deposited into a segregated account maintained by ICON.
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Treatment of Shares. Section 2.1 Effect of the Scheme on Parent Capital Stock. As of the Scheme Effective Time, in accordance with the terms of the Scheme (a) all ordinary shares of 11 13/17 xxxxx pxxxx each of Parent ("Parent Ordinary Shares") outstanding on the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent Ordinary Shares then held by them an identical number of ordinary shares of Newco ("Newco Ordinary Shares"), (b) all Parent Ordinary Shares represented by American Depositary Shares of Parent ("Parent ADSs"), each representing five (5) Parent Ordinary Shares and evidenced by American Depositary Receipts ("Parent ADRs"), outstanding as of the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent ADSs then held by them an identical number of American Depositary Shares of Newco ("Newco ADSs"), each representing five (5) Newco Ordinary Shares and evidenced by American Depositary Receipts ("Newco ADRs"), (c) Parent will issue and deliver Parent Ordinary Shares to Newco, and (d) if required by the Secretary of State for Trade and Industry in the UK as a condition of giving its consent to the Scheme, the Special Rights Redeemable Preference Share of Parent with a nominal value of (pound)1 held by the Secretary of State for Trade and Industry in the UK (the "Parent Special Share") shall be cancelled and one Special Rights Redeemable Preference Share of Newco with a nominal value of (pound)1 shall be issued by Newco to the Secretary of State for Trade and Industry in the UK (the "Newco Special Share").
Section 2.2 Effect of the Merger on the Company Capital Stock. As of the Merger Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Common Stock (as hereinafter defined):
(a) Conversion of Merger Sub Shares. Each share of common stock, par value $0.10 per share, of Merger Sub issued and outstanding immediately prior to the Merger Effective Time will be converted into one share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock").
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Treatment of Shares. Section 2.1 Effect of At the Scheme on Parent Capital Stock. As of the Scheme Effective Time, in accordance with the terms of the Scheme (a) all ordinary shares of 11 13/17 xxxxx each of Parent ("Parent Ordinary Shares") outstanding on the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent Ordinary Shares then held by them an identical number of ordinary shares of Newco ("Newco Ordinary Shares"), (b) all Parent Ordinary Shares represented by American Depositary Shares of Parent ("Parent ADSs"), each representing five (5) Parent Ordinary Shares and evidenced by American Depositary Receipts ("Parent ADRs"), outstanding as of the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent ADSs then held by them an identical number of American Depositary Shares of Newco ("Newco ADSs"), each representing five (5) Newco Ordinary Shares and evidenced by American Depositary Receipts ("Newco ADRs"), (c) Parent will issue and deliver Parent Ordinary Shares to Newco, and (d) if required by the Secretary of State for Trade and Industry in the UK as a condition of giving its consent to the Scheme, the Special Rights Redeemable Preference Share of Parent with a nominal value of (pound)1 held by the Secretary of State for Trade and Industry in the UK (the "Parent Special Share") shall be cancelled and one Special Rights Redeemable Preference Share of Newco with a nominal value of (pound)1 shall be issued by Newco to the Secretary of State for Trade and Industry in the UK (the "Newco Special Share").
Section 2.2 Effect of the Merger on the Company Capital Stock. As of the Merger Effective Time, by virtue of the Merger and without any action on the part of any holder the holders of Company Common Stock (as hereinafter defined):such shares of stock,
(a) Conversion of Merger Sub Shares. Each each share of common stock, $____ par value $0.10 per share, of Merger Sub CIBAC issued and outstanding immediately prior to the Merger Effective Time will shall be converted into one validly issued, fully-paid and nonassessable share of the common stock of First Ozaukee.
(b) each share of common stock, $1.00 par value $0.01 per share, of First Ozaukee ("First Ozaukee Share") issued and outstanding immediately prior to the Company Effective Time, other than First Ozaukee Shares, the holders of which have validly demanded appraisal of such shares pursuant to Subchapter XIII of the WBCL and shall not have voted such shares in favor of the Merger, and First Ozaukee Shares that are owned by Buyer immediately prior to the Merger, shall be converted into the right to receive $15.10 in cash as may be adjusted as of the Effective Time pursuant to Section 1.2 of the Agreement and Plan of Reorganization (the "Company Common StockMerger Price").
(c) Each holder of an option pursuant to the First Ozaukee Capital Corp. 1995 Stock Option Plan (the "First Ozaukee Option Plan") outstanding on the date hereof and remaining outstanding at the Effective Time shall receive from Buyer, as of the Effective Time, whether or not the option is then exercisable, a cash payment in an amount equal to the product of (i) the number of First Ozaukee Shares subject to such option at the Effective Time, and (ii) the excess, if any, of the Merger Price MINUS the exercise price per share of such option, net of any cash which must be withheld under federal and state income and employment tax requirements. Such cash payments shall be in consideration of, and shall result in, the settlement and cancellation of all such options. As a condition to the receipt of a cash payment in cancellation of all such options, each option holder shall execute a cancellation agreement in form and substance reasonably satisfactory to Buyer.
(d) Until surrendered, certificates representing First Ozaukee Shares will represent only the right to receive payment of the Merger Price hereunder, without interest, and no holder of any such certificates shall have any further rights as a shareholder of First Ozaukee.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Ozaukee Capital Corp)
Treatment of Shares. Section 2.1 Effect of On the Scheme on Parent Capital Stock. As of the Scheme Effective Time, in accordance with the terms of the Scheme (a) all ordinary shares of 11 13/17 xxxxx each of Parent ("Parent Ordinary Shares") outstanding on the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent Ordinary Shares then held by them an identical number of ordinary shares of Newco ("Newco Ordinary Shares"), (b) all Parent Ordinary Shares represented by American Depositary Shares of Parent ("Parent ADSs"), each representing five (5) Parent Ordinary Shares and evidenced by American Depositary Receipts ("Parent ADRs"), outstanding as of the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent ADSs then held by them an identical number of American Depositary Shares of Newco ("Newco ADSs"), each representing five (5) Newco Ordinary Shares and evidenced by American Depositary Receipts ("Newco ADRs"), (c) Parent will issue and deliver Parent Ordinary Shares to Newco, and (d) if required by the Secretary of State for Trade and Industry in the UK as a condition of giving its consent to the Scheme, the Special Rights Redeemable Preference Share of Parent with a nominal value of (pound)1 held by the Secretary of State for Trade and Industry in the UK (the "Parent Special Share") shall be cancelled and one Special Rights Redeemable Preference Share of Newco with a nominal value of (pound)1 shall be issued by Newco to the Secretary of State for Trade and Industry in the UK (the "Newco Special Share").
Section 2.2 Effect of the Merger on the Company Capital Stock. As of the Merger Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Common Stock (as hereinafter defined):Date:
(ai) Conversion of Merger Sub Shares. Each share of common stock, par value $0.10 .001 per share, of Merger Sub XXXX (Arkansas) (the "XXXX (Arkansas) Common Stock") that is issued and outstanding immediately prior to the Effective Date shall by virtue of the Merger Effective Time will be changed and converted into one fully paid and nonassessable share of Xxxxxxx.xxx common stock, par value $0.01 .001 per share (the "Xxxxxxx.xxx Common Stock");
(ii) Each share of Series A Convertible Preferred Stock, par value $.001 per share, of the Company XXXX (Arkansas) (the "Company Common XXXX (Arkansas) Series A Preferred Stock") that is issued and outstanding immediately prior to the Effective Date shall by virtue of the Merger be changed and converted into one fully paid and nonassessable share of Xxxxxxx.xxx Series A Convertible Preferred Stock, par value $.001 per share (the "Xxxxxxx.xxx Series A Preferred Stock");
(iii) Each share of Series B Redeemable Preferred Stock, par value $.001 per share, of XXXX (Arkansas) (the "XXXX (Arkansas) Series B Preferred Stock") that is issued and outstanding immediately prior to the Effective Date shall by virtue of the Merger be changed and converted into one fully paid and nonassessable share of Xxxxxxx.xxx Series B Redeemable Preferred Stock, par value $.001 per share (the "Xxxxxxx.xxx Series B Preferred Stock");
(iv) Each share of Series C Convertible Preferred Stock, par value $.001 per share, of XXXX (Arkansas) (the "XXXX (Arkansas) Series C Preferred Stock") that is issued and outstanding immediately prior to the Effective Date shall by virtue of the Merger be changed and converted into one fully paid and nonassessable share of Xxxxxxx.xxx Series C Convertible Preferred Stock, par value $.001 per share (the "Xxxxxxx.xxx Series C Preferred Stock");
(v) Each stock option and warrant to purchase XXXX (Arkansas) Common Stock that is outstanding immediately prior to the Effective Date shall by virtue of the Merger be changed and converted into an option or warrant, as the case may be, to purchase the same number of shares of Xxxxxxx.xxx Common Stock at the same exercise price and on the same terms and conditions as in effect at such time; and
(vi) Each share of Xxxxxxx.xxx Common Stock issued and outstanding immediately prior to the Effective Date shall be canceled and retired and shall cease to exist.
Appears in 1 contract
Samples: Merger Agreement (Loislaw Com Inc)
Treatment of Shares. Section 2.1 Effect of At the Scheme on Parent Capital Stock. As of the Scheme Effective Time, in accordance with the terms of the Scheme (a) all ordinary shares of 11 13/17 xxxxx each of Parent ("Parent Ordinary Shares") outstanding on the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent Ordinary Shares then held by them an identical number of ordinary shares of Newco ("Newco Ordinary Shares"), (b) all Parent Ordinary Shares represented by American Depositary Shares of Parent ("Parent ADSs"), each representing five (5) Parent Ordinary Shares and evidenced by American Depositary Receipts ("Parent ADRs"), outstanding as of the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent ADSs then held by them an identical number of American Depositary Shares of Newco ("Newco ADSs"), each representing five (5) Newco Ordinary Shares and evidenced by American Depositary Receipts ("Newco ADRs"), (c) Parent will issue and deliver Parent Ordinary Shares to Newco, and (d) if required by the Secretary of State for Trade and Industry in the UK as a condition of giving its consent to the Scheme, the Special Rights Redeemable Preference Share of Parent with a nominal value of (pound)1 held by the Secretary of State for Trade and Industry in the UK (the "Parent Special Share") shall be cancelled and one Special Rights Redeemable Preference Share of Newco with a nominal value of (pound)1 shall be issued by Newco to the Secretary of State for Trade and Industry in the UK (the "Newco Special Share").
Section 2.2 Effect of the Merger on the Company Capital Stock. As of the Merger Effective Time, by virtue of the Merger and without any action on the part of any holder stockholder of Company Common Stock (as hereinafter defined):ART, TELECOM, Merger Sub or their stockholders:
(a) Conversion of Merger Sub Shares. Each each share of common stockCommon Stock, $.01 par value $0.10 per share, of Merger Sub issued and outstanding immediately prior to the Merger Effective Time will shall be converted into one share of common stock, par value $0.01 per share, TELECOM Common Stock;
(i) each 2.75 issued shares of Existing ART Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of ART Common Stock;
(ii) no fractional shares of ART Common Stock will be issued as a result of the Company Merger; and in lieu of the issuance of fractional shares (the "Company A) each holder of TELECOM Common Stock or Existing ART Common Stock who otherwise would be entitled to receive a fractional share of ART Common Stock equal to or greater than 0.5 of a share of ART Common Stock shall receive one full share of ART Common Stock", and (B) each such holder who otherwise would be entitled to receive a fractional share of ART Common Stock representing less than 0.5 of a share of ART Common Stock shall be entitled to receive cash in lieu thereof computed based on a price per share of $16.50 and shall not be entitled to receive any share of ART Common Stock in respect thereto;
(c) each 2.75 issued shares of TELECOM Common Stock (excluding any shares to be cancelled pursuant to section 4(f)) outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of ART Common Stock;
(i) each issued share of TELECOM Series A Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of ART Series A Preferred Stock;
(ii) each issued share of TELECOM Series B Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of ART Series B Preferred Stock;
(iii) each issued share of TELECOM Series C Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of ART Series C Preferred Stock;
(iv) each issued share of TELECOM Series D Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of ART Series D Preferred Stock;
(v) each issued share of TELECOM Series E Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of ART Series E Preferred Stock; and
(vi) each issued share of TELECOM Series F Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of ART Series F Preferred Stock.
(e) the sole outstanding share of ART Series A Redeemable Preferred Stock, held by TELECOM, shall be cancelled;
(f) each outstanding option to purchase TELECOM Common Stock issued pursuant to TELECOM's Restated Equity Incentive Plan, shall be replaced by an option of similar tenor under ART's Equity Incentive Plan in accordance with the terms thereof;
(g) no fractional shares of ART Common Stock will be issued as a result of the Merger, either at the Closing or at the time of issuance of certificates in the names of the TELECOM stockholders. In lieu of the issuance of fractional shares (A) each holder of TELECOM Common Stock who otherwise would be entitled to receive a fractional share of ART Common Stock equal to or greater than 0.5 of a share of ART Common Stock shall receive one full share of ART Common Stock, and (B) each such holder who otherwise would be entitled to receive a fractional share of ART Common Stock representing less than 0.5 of a share of ART Common Stock shall be entitled to receive cash in lieu thereof computed based on a price per share of $16.50 and shall not be entitled to receive any share of ART Common Stock in respect thereto; and
(h) Each outstanding share of TELECOM Common Stock held in treasury of TELECOM or owned by ART immediately prior to Effective Time, shall by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be canceled and retired without payment of any consideration therefor and cease to exist.
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Treatment of Shares. Section 2.1 Effect of the Scheme on Parent Capital Stock. As of the Scheme Effective Time, in accordance with the terms of the Scheme (a) all ordinary All shares of 11 13/17 xxxxx each of Parent ("Parent Ordinary Shares") Oak Hill Common that are issued and outstanding on immediately prior to the Scheme Effective Time will shall continue to be cancelled issued and the holders thereof will receive in place of the Parent Ordinary Shares then held by them an identical number of ordinary outstanding shares of Newco ("Newco Ordinary Shares"), Oak Hill Common at and after the Effective Time and shall not be affected by the Merger.
(b) all Parent Ordinary Shares represented by American Depositary Shares of Parent ("Parent ADSs"), each representing five (5) Parent Ordinary Shares and evidenced by American Depositary Receipts ("Parent ADRs"), outstanding as of the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent ADSs then held by them an identical number of American Depositary Shares of Newco ("Newco ADSs"), each representing five (5) Newco Ordinary Shares and evidenced by American Depositary Receipts ("Newco ADRs"), (c) Parent will issue and deliver Parent Ordinary Shares to Newco, and (d) if required by the Secretary of State for Trade and Industry in the UK as a condition of giving its consent Subject to the Scheme, the Special Rights Redeemable Preference Share provisions of Parent with a nominal value of (pound)1 held by the Secretary of State for Trade and Industry in the UK (the "Parent Special Share") shall be cancelled and one Special Rights Redeemable Preference Share of Newco with a nominal value of (pound)1 shall be issued by Newco to the Secretary of State for Trade and Industry in the UK (the "Newco Special Share").
Section 2.2 Effect of the Merger on the Company Capital Stock. As of the Merger Effective Time2.11 hereof, by virtue of the Merger Merger, automatically and without any action on the part of the holder thereof, each share of Lxxxxxxx Financial Common issued and outstanding at the Effective Time (other than treasury shares, if any, which shall be cancelled, and any shares as to which statutory dissenters' rights are properly sought, which shall be treated as provided in subparagraph (c) of this Section 2.08) shall become and be converted into, at the election of the holder as provided in and subject to the limitations set forth in this Agreement, either (i) the right to receive $23.75 in cash without interest (the "Cash Consideration"), or (ii) the number of shares (the "Exchange Ratio") of Oak Hill Common equal to $23.75 divided by the Average Closing Price rounded to the nearest ten-thousandth (the "Stock Consideration"). The Cash Consideration and the Stock Consideration are sometimes referred to herein collectively as the "Consideration." If, between the date of this Agreement and the Effective Time, the outstanding shares of Oak Hill Common shall have been changed into a different number of shares or into a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Exchange Ratio shall be adjusted appropriately to provide the holders of Lxxxxxxx Financial Common the same economic effect as contemplated by this Agreement prior to such event.
(c) Each outstanding share of Lxxxxxxx Financial Common held by a person who has demanded and perfected a right to relief as a dissenting stockholder under Section 3-202 of the Maryland General Corporation Law (the "Dissenters' Rights Law") and who has not effectively withdrawn or lost such right ("Dissenting Shares") shall not be converted into or represent a right to receive the Consideration pursuant to subsection 2.08(b) hereof, but the holder thereof shall be entitled only to such rights as are granted by the Dissenters' Rights Law. Each holder of Dissenting Shares who becomes entitled to relief as a dissenting stockholder under the Dissenters' Rights Law with respect to such holder's shares of Lxxxxxxx Financial Common shall receive payment therefor from Oak Hill Financial in accordance with the provisions of the Dissenters' Rights Law. If any holder of Company Lxxxxxxx Financial Common Stock who demands relief as a dissenting stockholder under the Dissenters' Rights Law with respect to such holder's shares of Lxxxxxxx Financial 6 As Executed Common shall effectively withdraw or lose (as hereinafter defined):
(a) Conversion of Merger Sub Shares. Each through failure to perfect or otherwise), the right to such relief, each share of common stock, par value $0.10 per share, of Merger Sub issued and outstanding immediately prior to the Merger Effective Time will Lxxxxxxx Financial Common held by such holder shall automatically be converted into one share the right to receive the Consideration.
(d) No Lxxxxxxx Financial stock options shall be assumed by Oak Hill Financial. At the Effective Time, each option to acquire shares of common stock, par value $0.01 per share, of the Company Lxxxxxxx Financial Common (a "Lxxxxxxx Financial Option") granted pursuant to Lxxxxxxx Financial's 2001 Stock-Based Incentive Plan (the "Company Lxxxxxxx Financial Option Plan") that is then outstanding and unexercised, whether or not then vested, shall be canceled, and in lieu thereof the holders of such options shall be paid in cash an amount equal to the product of (i) the number of shares of Lxxxxxxx Financial Common subject to such option at the Effective Time and (ii) the amount by which the Cash Consideration exceeds the exercise price per share of such option, net of any cash which must be withheld under federal and state income and employment tax requirements. In the event that the exercise price of a Lxxxxxxx Financial Option is greater than the Cash Consideration, then at the Effective Time such Lxxxxxxx Financial Option shall be canceled without any payment made in exchange therefor. At the Effective Time the Lxxxxxxx Financial Option Plan shall be deemed terminated. From the date of execution of this Agreement, Lxxxxxxx Financial will use its best efforts to not permit the exercise of Lxxxxxxx Financial Options in transactions other than transactions to which Oak Hill Financial has consented.
(e) At the Effective Time, each share of restricted stock outstanding as of the Effective Time and issued pursuant to Lxxxxxxx Financial's 2001 Stock")-Based Incentive Plan, to the extent not already vested, shall vest and shall represent a right to receive the same rights provided to other holders of Lxxxxxxx Financial Common pursuant to subparagraph (b) of this Section 2.08.
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Treatment of Shares. Section 2.1 Effect of the Scheme on Parent Capital Stock. As of the Scheme Effective Time, in accordance with the terms of the Scheme (a) all ordinary shares of 11 13/17 xxxxx each of Parent ("Parent Ordinary Shares") outstanding on the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent Ordinary Shares then held by them an identical number of ordinary shares of Newco ("Newco Ordinary Shares"), (b) all Parent Ordinary Shares represented by American Depositary Shares of Parent ("Parent ADSs"), each representing five (5) Parent Ordinary Shares and evidenced by American Depositary Receipts ("Parent ADRs"), outstanding as of the Scheme Effective Time will be cancelled and the holders thereof will receive in place of the Parent ADSs then held by them an identical number of American Depositary Shares of Newco ("Newco ADSs"), each representing five (5) Newco Ordinary Shares and evidenced by American Depositary Receipts ("Newco ADRs"), (c) Parent will issue and deliver Parent Ordinary Shares to Newco, and (d) if required by the Secretary of State for Trade and Industry in the UK as a condition of giving its consent to the Scheme, the Special Rights Redeemable Preference Share of Parent with a nominal value of (pound)1 L held by the Secretary of State for Trade and Industry in the UK (the "Parent Special Share") shall be cancelled and one Special Rights Redeemable Preference Share of Newco with a nominal value of (pound)1 L shall be issued by Newco to the Secretary of State for Trade and Industry in the UK (the "Newco Special Share").
Section 2.2 Effect of the Merger on the Company Capital Stock. As of the Merger Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Common Stock (as hereinafter defined):
(a) Conversion of Merger Sub Shares. Each share of common stock, par value $0.10 per share, of Merger Sub issued and outstanding immediately prior to the Merger Effective Time will be converted into one share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock").
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