Conversion of Capital Stock of the Company. Subject to Section ------------------------------------------ 2.1(d), and Sections 2.2, 2.3, 2.4, 3.1 and 3.2, each issued and outstanding share of Company Common Stock (other than shares to be canceled pursuant to Section 2.1(b)), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive at the time and in the amounts described in this Agreement (i) an amount of cash equal to the cash portion of the Base Merger Consideration (as defined in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), (ii) that number of shares of CCC common stock, $.001 par value ("CCC Common Stock"), valued at the Merger Price (as ---------------- defined in Section 2.2(a)), that is equal in value to the CCC Common Stock portion of the Base Merger Consideration (as defined in Section 2.2(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), (iii) an amount of cash equal to 50% of the Contingent Merger Consideration (as defined in Section 2.3(a)) divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)), and (iv) that number of shares of CCC Common Stock, valued at the Earn Out Period Average Price (as defined in Section 2.3(b)), that is equal in value to 50% of the Contingent Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b)). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall 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 consideration therefor upon the surrender of such certificate in accordance with Sections 2.2 and 2.3 of this Agreement.
Conversion of Capital Stock of the Company. Subject to Section 2.1(d), and Sections 2.2, 3.1 and 3.2, each issued and outstanding share of common stock of the Company, $1.00 par value per share ("Company Common Stock") (other than shares to be canceled pursuant to Section 2.1(b)), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive (i) an amount of cash equal to the cash portion of the Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time and (ii) that number of shares of USFloral common stock, $.001 par value ("USFloral Common Stock"), valued at the Merger Price (as defined in Section 2.2), that is equal in value to the USFloral Common Stock portion of the Merger Consideration (as defined in Section 2.2) divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall 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 consideration therefor upon the surrender of such certificate in accordance with Section 2.3 of this Agreement.
Conversion of Capital Stock of the Company. (A) Subject to the other provisions of this ARTICLE III, each share of Class A Common Stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in Section 3.1(a)(iii), Dissenting Shares and Company Restricted Stock Awards addressed in Section 3.2), shall be converted automatically at the Effective Time into the right to receive from Parent the Common Merger Consideration, without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h).
Conversion of Capital Stock of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, the Buyer, any Stockholder or any other holder of any Capital Stock of the Company:
Conversion of Capital Stock of the Company. Subject to the other provisions of this Article II, each share of common stock of the Company, par value $0.001 per share (the “Company Common Stock”), issued and outstanding immediately prior to the Effective Time (including any Company Restricted Shares and any Net Exercise Shares, but excluding any Excluded Shares and any Appraisal Shares) shall be converted into and shall thereafter represent the right, at the election of such share’s holder pursuant to the procedures set forth in Section 2.2, to receive any the following forms of consideration (the “Merger Consideration”):
Conversion of Capital Stock of the Company. Subject to the other provisions of this ARTICLE III, each Share issued and outstanding immediately prior to the Effective Time (excluding any Shares described in Section 3.1(a)(iii)), including for the avoidance of doubt any Shares outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted automatically at the Effective Time into the right to receive from Parent the Per Share Amount in cash (the “Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h). All such Shares, when so converted, shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of any such share of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable.
Conversion of Capital Stock of the Company. At and as of the Effective Time, (A) except as provided in Section 2.2(b), each Outstanding Company Share at the Effective Time (other than any Dissenting Share or Photobition-owned Share) shall be converted into the right to receive an amount equal to the Merger Consideration in cash (without interest), (B) each Dissenting Share shall be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with the provisions of the Delaware General Corporation Law, and (C) each Photobition-owned Share shall be cancelled. No share of Company Common Stock shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 2.2(c) after the Effective Time.
Conversion of Capital Stock of the Company. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Company’s no par value common stock (“Company Shares”) outstanding immediately prior to the Effective Time, including those Company Shares subject to restricted stock awards that become non-forfeitable and fully transferable by virtue of the transactions contemplated hereunder (“Restricted Company Shares”), (other than Company Shares owned or held directly or indirectly by Parent or by Merger Subsidiary or directly or indirectly by the Company, all of which shall be canceled as provided in Section 2.1(d)), shall be converted into the right to receive:
Conversion of Capital Stock of the Company. At the Effective Time, each share of outstanding Company Common Stock (as defined in Section 3.6) outstanding immediately prior to the Effective Time shall be canceled and extinguished and be converted automatically into the right to receive that number of shares of Buyer common stock, par value $.01 per share (“Buyer Common Stock”) determined by dividing (A) twenty percent (20%) of the shares of Buyer Common Stock issued and outstanding as of the Closing Date on a fully-diluted basis (for clarity, the Parties agree that Buyer Common Stock or securities exercisable for Buyer Common Stock held by Shareholder immediately prior to the Closing Date will not reduce such 20% but will be treated as outstanding and will be counted for purposes of determining the total number of shares of Buyer Common Stock outstanding on a fully diluted basis), by (B) that number of shares of Company Common Stock outstanding immediately prior to the Effective Time, and rounding the quotient down to the next nearest whole share of Buyer Common Stock; and
Conversion of Capital Stock of the Company. At the Effective Time, each share of Company Common Stock (as defined in Section 3.6) outstanding immediately prior to the Effective Time shall be canceled and extinguished and be converted automatically into the right to receive that number of shares of Buyer common stock, par value $.01 per share (“Buyer Common Stock”), equal to the quotient obtained by dividing 1,664,074 by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time.”
