The Company Common Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $.01 per share, of the Company (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time, other than Roll-Over Shares (as defined in Section 4.2(b) below) and Excluded Shares (as defined in Section 4.2(c) below), shall be converted into the right to receive $40.00 in cash (the "Cash Merger Price"); provided, that, at Sub's election (the "Stock Election") -------- made prior to the mailing of the Proxy Statement (as defined below), Sub shall have the right to substitute, on a pro-rata basis for each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (the "Stock Election Shares"), up to $1.60 (the "Stock Election Consideration") of the Cash Merger Price in the form of Surviving Corporation Common Stock, such Surviving Corporation Common Stock to be valued at $40.00 per share.
The Company Common Stock. The Company's Common Stock to be issued in accordance with the terms and provisions of this Agreement will, when so issued, be duly authorized, validly issued, fully paid and non-assessable.
The Company Common Stock. Except as set forth on Schedule 3.5 and except for estate tax liens which terminate upon a bona fide sale for full and adequate consideration, (i) such Shareholder is the record and beneficial owner of, or is a trust or an executor of the will of a decedent that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good title to, the Company Common Stock set forth opposite such Shareholder's name on Schedule 2.2(a), free and clear of any Liens (including any proxy, right of first refusal, right of first offer, or restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership), other than as created by this Agreement and the other Transaction Documents, (ii) such Shareholder does not own, of record or beneficially, any shares of capital stock or other Equity Interests of the Company other than the Company Common Stock set forth opposite his, her or its name on Schedule 2.2(a) attached hereto and (iii) such Shareholder has the sole right and power to vote such Company Common Stock, and none of such Company Common Stock is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Company Common Stock.
The Company Common Stock. Amari has good and valid title to the all of the issued and outstanding shares of the Company Common Stock, free and clear of any liens, claims, encumbrances, security interests, options, charges or restrictions of any kind, other than as provided hereunder, or as set forth on Schedule 4.2. Other than this Agreement or as set forth on Schedule 4.2, the shares of the Company Common Stock are not subject to any voting trust agreement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Company Common Stock. No State of Illinois stock transfer taxes are due as a result of the Merger.
The Company Common Stock. The Common Stock deliverable pursuant to this Agreement and the Plan of Consolidation will, upon delivery, be validly issued, fully paid and nonassessable.
The Company Common Stock. The shares of Company Common Stock to be cancelled pursuant to this Agreement were duly authorized, validly issued and outstanding, fully paid and non-assessable and vested in its holders free and clear of any restrictions on transfer (other than any restrictions under applicable securities laws), Taxes, Encumbrances, options, warrants, Purchase Rights, Contracts, commitments, equities, claims, and demands and will not be subject to any pre-emptive or other similar rights.
The Company Common Stock. Upon the Effective Date of the Merger, each share of Company Common Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such shares or any other person, be cancelled without compensation therefor and returned to the status of authorized but unissued shares.
