ALL STOCK. Notwithstanding the foregoing provisions of Section 1.6.1, if the Stock Purchase Agreement, as defined in Section 2.2.24, is terminated prior to Closing, each Micrion Share and the associated Rights outstanding immediately before the Effective Time, other than the Excluded Micrion Shares, will be converted into the right to receive (A) one share of FEI Common Stock plus (B) such number of shares of FEI Common Stock, which, when multiplied by the Pre-Closing Average Price, as defined below, equals $6.00, subject to Equitable Adjustment and subject to adjustment as provided in Section 4.2.1. The aggregate number of shares of FEI Common Stock to be issued to each Micrion stockholder will be rounded to the nearest whole share.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Philips Electronics N V), Agreement and Plan of Merger (Micrion Corp /Ma/)
