Conversion of Shares and Options. (a) At the Effective Time and by virtue of the Merger and without any action on the part of the holders of the capital stock of the Constituent Corporations:
Conversion of Shares and Options. (i) Subject to Sections 3.01(b) and 3.01(d), each issued and outstanding Share shall be converted into the right to receive the Merger Consideration.
Conversion of Shares and Options. At the Effective Time, by virtue of the Merger and the Option Termination Agreements without any further action on the part of any Party or the holder of any of the Company Shares or the holder of any Option:
Conversion of Shares and Options. (i) Subject to Sections 3.01(b) and 3.01(d), each issued and outstanding Share shall (A) be converted into the right to receive an amount in cash equal to $16.75, without interest (the “Merger Consideration”), and (B) automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate in accordance with Section 3.02, without interest.
Conversion of Shares and Options. (a) Each share of common stock, $.10 par value per share ("Shares" or "Kevlxx Xxxmon Stock"), of Kevlxx xxxued and outstanding immediately prior to the Effective Time (other than Shares held by Kevlxx xx treasury stock, which shall be cancelled) shall, by virtue of the Merger and without any action on the part of any holder thereof, be converted into the right to receive a cash payment in the amount of four dollars and fifty-four cents ($4.54) (the "Merger Consideration"). The Merger Consideration shall be payable upon surrender of the certificates formerly representing Shares in accordance with SECTION 2.2. (b) Each Share held in the treasury of Kevlxx xxxediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of Kevlxx, xx cancelled and retired and cease to exist and no payment shall be made with respect thereto. (c) Each share of common stock of NEWCO issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Chelxxx, xx converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation. (d) Kevlxx xxxll make arrangements with each holder of an option to purchase shares of Kevlxx Xxxmon Stock outstanding immediately prior to the Effective Time ("Stock Options") to exercise such options and purchase shares of Common Stock. Such option exercises may be accomplished by payment of the exercise price in Common Stock, including stock acquired upon exercise of such option, valued at the Merger Consideration, with such exercise being contingent upon the conditions to the consummation of the Merger set forth in Article V hereof being satisfied or waived. To the extent that a shareholder vote is not required, all stock option plans of Kevlxx xxxll terminate as of the Effective Time, and Kevlxx xxxll ensure that no holder of an option to purchase Kevlxx Xxxmon Stock shall have any rights under outstanding options or under the relevant stock option plans except to receive the cash payment as a stockholder entitled to payment under subsection (a) above. Section 1.7
Conversion of Shares and Options. At the Effective Time, by virtue of the Merger and without any action on the part of the Seller, Shareholders or Company Optionholders:
Conversion of Shares and Options. At Closing there shall be 763,500 shares of common stock of Gourmet issued and outstanding and 8,280,000 shares of the Company's Common Stock issued and outstanding of which 6,030,000 shares shall have been issued to Marblehead at Closing. At the Effective Time, the issued and outstanding shares of Common Stock of Gourmet shall be converted into 7,421,220 shares of Common Stock of the Company, so that each issued and outstanding share of Gourmet shall be converted into 9.72 shares of the Company's Common Stock. Further, at the Closing there shall be outstanding options for the purchase of 236,500 shares of the common stock of Gourmet and, at Closing, the Company shall grant the holders thereof options for the purchase of 2,298,780 shares of the Company's Common Stock, or 9.72 shares of common stock of the Company for each share of common stock of Gourmet underlying Gourmet's outstanding options, and the existing Gourmet options shall terminate. At Closing the Company shall grant to each of Xxxxxx Xxxxxxxxx and Rainmaker Capital, LLC, an option to acquire 900,000 shares of the Company's Common Stock (the "Management Options") at an exercise price per share equal to the fair market value of the common stock at Closing. The Management Options shall be exercisable for a period of ten (10) years after their date of grant and shall vest over three (3) years. Vesting shall be contingent upon the Company's meeting certain performance criteria as shall be determined by Gourmet and Marblehead.
Conversion of Shares and Options. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Subsidiary or any holder of any share of capital stock, or holder of options to purchase capital stock, of the Company or Merger Subsidiary:
Conversion of Shares and Options. 11 3.1 Exchange of Westbank Common Stock; Merger Consideration............................. 11 3.2
Conversion of Shares and Options. Subject to the -------------------------------- provisions of this Article 3, at the Effective Time, by virtue of the Merger and without any action on the part of Citco, Citizens Bank, TCB, or TCF, or the shareholders of any of the foregoing, the shares of the constituent corporations shall be converted as follows:
