Capital Accumulation Plan. (a) In accordance with Section 3.3, at the Effective Time, each participant in the Company's Capital Accumulation Plan with an account balance invested in the Company Stock Fund (as defined in the Company's Capital Accumulation Plan) (a "Stock Fund Participant") shall receive, in consideration for such participant's Company Shares in the Company Stock Fund, the product of (i) the number of Company Shares held in the Company Stock Fund at such time multiplied by (ii) the Merger Consideration (the "Plan Proceeds"). As of the Effective Time, provided that the Registration Statement shall have been declared effective by the SEC prior thereto, each Stock Fund Participant may invest, pursuant to the terms of the Capital Accumulation Plan, the Plan Proceeds in shares of the common stock of Holding (the "Holding Shares"), based on a per share price equal to the Merger Consideration; provided, however, that the aggregate number of Holding Shares that all Stock Fund Participants will be entitled to purchase shall not exceed the quotient of (i) fifty percent of the sum of the Plan Proceeds of all Stock Fund Participants divided by (ii) the Merger Consideration (the "Share Limit"); provided, further, that Holding may increase the Share Limit in its sole discretion. In the event that the Stock Fund Participants request to purchase an aggregate number of Holding Shares in excess of the Share Limit, the amount subscribed to by each Stock Fund Participant shall be reduced pro rata based on the number of shares of Holding each Stock Fund Participant initially requested to purchase.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Wardlaw William M), Agreement and Plan of Merger (Koll Donald M), Agreement and Plan of Merger (Wirta Raymond E)
Capital Accumulation Plan. (a) In accordance with Section 3.3, at the Effective Time, each participant in the Company's Capital Accumulation Plan with an account balance invested in the Company Stock Fund (as defined in the Company's Capital Accumulation Plan) (a "Stock Fund Participant") shall receive, in consideration for such participant's Company Shares in the Company Stock Fund, the product of (i) the number of Company Shares held in the Company Stock Fund at such time multiplied by (ii) the Merger Consideration (the "Plan Proceeds"). As of the Effective Time, provided that the Registration Statement shall have been declared effective by the SEC prior thereto, each Stock Fund Participant may invest, pursuant to the terms of the Capital Accumulation Plan, the Plan Proceeds in shares of the common stock of Holding (the "Holding Shares"), based on a per share price equal to the Merger Consideration; provided, however, that the aggregate number of Holding Shares that all Stock Fund Participants will be entitled to purchase shall not exceed the quotient of (i) fifty percent of the sum of the Plan Proceeds of all Stock Fund Participants divided by (ii) the Merger Consideration (the "Share Limit"); provided, further, that Holding may increase the Share Limit in its sole discretion. In the event that the Stock Fund Participants request to purchase an aggregate number of Holding Shares in excess of the Share Limit, the amount subscribed to by each Stock Fund Participant shall be reduced pro rata based on the number of shares of Holding each Stock Fund Participant initially requested to purchase.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blum Capital Partners Lp)
