Conversion and Cancellation of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties or the holders of any securities of the Company or Merger Sub:
Conversion and Cancellation of Securities. At the Effective Time:
Conversion and Cancellation of Securities. 3 SECTION 1.4
Conversion and Cancellation of Securities. (a) At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock described in Section 1.3(b) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into, and become exchangeable for, the right to receive 1.233 (the "Common Exchange Ratio") shares of Parent Common Stock; provided that no fractional shares of Parent Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 1.4(i) hereof. The consideration to be received by the holders of Company Common Stock pursuant to this Section 1.3(a) is hereinafter referred to as the "Merger Consideration."
Conversion and Cancellation of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Midco, Merger Sub, the Company or the holders of any security of the Company, the following shall occur:
Conversion and Cancellation of Securities. As of the Effective ----------------------------------------- Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or capital stock of Merger Sub:
Conversion and Cancellation of Securities. (a) At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock described in Section 1.3(b) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a number of shares of Parent Common Stock (rounded to four decimal places) equal to the Exchange Ratio. The Exchange Ratio shall be the number established in the manner described in Article II.
Conversion and Cancellation of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any of the Parties or any other shareholders of VanceInfo:
Conversion and Cancellation of Securities. (a) At the Effective Time and subject to Section 1.5 hereof, all (i) shares of IDRC Common Stock and (ii) options, warrants and other rights (the "Options") exercisable for, or providing the right to acquire, IDRC Common Stock -------- that are issued and outstanding immediately prior to the Effective Time (other than any shares of IDRC Common Stock described in Section 1.3(c) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an aggregate of 9,200,000 shares (the "Merger Shares") of TeleSpectrum Common Stock and warrants (the "Warrants") ------------- -------- exercisable for an aggregate of 3,000,000 shares (the "Warrant Shares") of -------------- TeleSpectrum Common Stock. The Warrants shall contain such other terms and conditions set forth in the form attached as Exhibit C hereto. Notwithstanding --------- the foregoing, (i) no fractional shares of TeleSpectrum Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 1.4(g) hereof, and (ii) the number of Merger Shares and Warrants issuable pursuant to Section 1.3(a) shall be reduced on a proportional basis in an aggregate amount equal to the number of Merger Shares and Warrants that would have been received by holders of any Appraisal Shares (as such term is defined in Section 1.3(c) hereof). The effect of the foregoing means that (A) each share of IDRC Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of IDRC Common Stock described in Section 1.3(c) hereof) will be convertible into (i) that number of Merger Shares equal to 9,200,000 divided by the Total IDRC Shares Outstanding, the product being rounded, if necessary, up or down, to the nearest whole share and (ii) a Warrant exercisable for that number of Warrant Shares equal to 3,000,000 divided by the Total IDRC Shares Outstanding, the product being rounded, if necessary, up or down, to the nearest whole share, and (B), subject to Sections 1.5 and 1.6 hereto, a holder of Options will be entitled to receive, upon exercise, on account of each share of IDRC Common Stock (i) that number of Merger Shares equal to 9,200,000 divided by the Total IDRC Shares Outstanding, the product being rounded, if necessary, up or down, to the nearest whole share and (ii) a Warrant exercisable for that number of Warrant Shares equal to 3,000,000 divided by the Total IDRC Shares Outstanding...
Conversion and Cancellation of Securities. (a) At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Appraisal Shares (as defined in Section 1.3(d) hereof) and shares of Company Common Stock described in Section 1.3(b) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive .709 (the "Exchange Ratio") of a share of Parent Common Stock (the "Merger Consideration"); provided that no fractional shares of Parent Common Stock shall be issued and, in lieu thereof, a cash payment shall be made pursuant to Section 1.4(i) hereof. For purposes hereof, Fully- Diluted Common Stock means the number of outstanding shares of Company Common Stock as of the Effective Time (other than those shares of Company Common Stock beneficially owned by the Parent or any of its Subsidiaries (as defined in Section 2.2 hereof)), plus the number of shares of Common Stock obtainable upon the exercise of all outstanding options and warrants exercisable for Company Common Stock.
