Conversion of Common Stock. Each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled and retired in accordance with Section 3.1(a) and (ii) Dissenting Shares (each, an “Excluded Share” and collectively, the “Excluded Shares”)) will automatically be converted into the right to receive the Offer Price in cash, without interest (the “Merger Consideration”), payable upon surrender of such Shares in the manner provided in Section 3.2.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lifecore Biomedical Inc), Agreement and Plan of Merger (Hampshire Group LTD), Agreement and Plan of Merger (Naf Holdings Ii, LLC)
Conversion of Common Stock. Each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled and retired in accordance with Section 3.1(a) and (ii) Dissenting Shares (each, an “Excluded Share” and collectively, the “Excluded Shares”)) will automatically be converted into the right to receive an amount equal to $11.45 per share, net to the Offer Price holder thereof in cash, cash and without interest thereon and subject to adjustment pursuant to Section 3.1(e) below (the “Merger Consideration”), payable upon surrender of such Shares in the manner provided in Section 3.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fibernet Telecom Group Inc\), Agreement and Plan of Merger (American Fiber Systems, Inc.)
Conversion of Common Stock. Each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled and retired in accordance with Section 3.1(a) and (ii) Dissenting Shares (each, an “Excluded Share” and collectively, the “Excluded Shares”)) will shall automatically be converted into the right to receive the Offer Price in cash, without interest (the “Merger Consideration”), subject to reduction for any dividends or other distributions declared thereon between the date hereof and the Effective Time payable upon surrender of such Shares in the manner provided in Section 3.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barrier Therapeutics Inc), Agreement and Plan of Merger (Stiefel Laboratories, Inc.)
Conversion of Common Stock. Each Share share of Common Stock issued and outstanding immediately prior to the Effective Time (each, a “Share” and collectively, the “Shares”), other than (i) Shares to be cancelled and retired in accordance with Section 3.1(a2.1(a) and (ii) Dissenting Shares (each, an “Excluded Share” and collectively, the “Excluded Shares”)) , will automatically be converted into the right to receive the Offer Price in cash, without interest (the “Merger Consideration”), payable upon surrender of such Shares in the manner provided in Section 3.2.receive:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jarden Corp), Agreement and Plan of Merger (K2 Inc)
Conversion of Common Stock. Each Share share of Common Stock that is issued and outstanding immediately prior to the Effective Time (other than (i) Shares shares to be cancelled and retired in accordance with Section 3.1(a) 2.1(a), and (ii) Dissenting Shares (each, an “Excluded Share” and collectively, the “Excluded Shares”)) will automatically be converted into the right to receive the Offer Price $2.75 in cash, without interest (the “Merger Consideration”), payable upon surrender of such Shares shares in the manner provided in Section 3.22.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Artio Global Investors Inc.)
