Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Corning Inc /Ny), Agreement and Plan of Merger (Alliance Fiber Optic Products Inc), Agreement and Plan of Merger (Emulex Corp /De/)

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Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (MAP Pharmaceuticals, Inc.), Agreement and Plan of Merger (Allergan Inc)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest, subject to any applicable withholding of Taxes required by applicable Lawtaxes, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Aerohive Networks, Inc), Agreement and Plan of Merger (Extreme Networks Inc), Agreement and Plan of Merger (GigPeak, Inc.)

Conversion of Company Common Stock. Each Common Share issued and outstanding immediately prior to the Effective Time, other than Common Shares to be cancelled in accordance with Section 2.1(b2.1(c) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Common Offer Price (the “Merger Common Consideration”), payable net to the holder in cash, without interest, subject to any withholding of Taxes required by applicable LawLaw in accordance with Section 2.2(e), upon surrender of the certificate Certificates or Book-Entry Shares formerly representing such Common Shares in accordance with Section 2.2.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Clarient, Inc)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PLX Technology Inc), Agreement and Plan of Merger (Integrated Device Technology Inc)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled or converted in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding of Taxes required by applicable LawLaw in accordance with Section 2.2(e), upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lilly Eli & Co), Agreement and Plan of Merger (Imclone Systems Inc)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares Law in accordance with Section 2.22.2(e).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.), Agreement and Plan of Merger (Salix Pharmaceuticals LTD)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Complete Genomics Inc), Agreement and Plan of Merger (Complete Genomics Inc)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.22.2 (provisions with respect to Restricted Shares are also addressed in Section 2.4(b)).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Interclick, Inc.), Agreement and Plan of Merger (Yahoo Inc)

Conversion of Company Common Stock. Each Common Share issued and outstanding immediately prior to the Effective Time, other than Common Shares to be cancelled in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal $3.45, payable to the Offer Price holder in cash, without interest (the “Merger Consideration”), without interest, subject to any withholding of Taxes required by applicable LawLaw in accordance with Section 2.2(e), upon surrender of the certificate formerly representing such Common Shares in accordance with Section 2.2.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dreams Inc), Agreement and Plan of Merger (Dreams Inc)

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Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares), shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Traffic Network, Inc.)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price Price, without interest (the “Merger Consideration”), without interestpayable net to the holder in cash, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Certificates or Book-Entry Shares in accordance with Section 2.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Buckeye Technologies Inc)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest, subject to any applicable withholding of Taxes required by applicable Lawtaxes, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.. Table of Contents

Appears in 1 contract

Samples: Agreement and Plan of Merger (Integrated Device Technology Inc)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding of Taxes required by applicable LawLaw in accordance with Section 2.2(e), upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microfluidics International Corp)

Conversion of Company Common Stock. Each Share share of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than Cancelled Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares, shall ) will be converted into the right to receive receive, in cash and without interest and subject to any withholding of Taxes in accordance with Section 3.05, an amount equal to the Offer Price (the "Merger Consideration"), without interest, subject to any withholding the provisions of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2this ARTICLE III.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pfsweb Inc)

Conversion of Company Common Stock. Each Share share of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than any Cancelled Shares to be cancelled in accordance with Section 2.1(b) and any or Dissenting Shares) shall, shall subject to Section 2.1(f), be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”)in cash, without interest, subject equal to any withholding of Taxes required by applicable Law, upon surrender of (i) the certificate formerly representing such Shares Closing Consideration Per Share minus (ii) amounts deducted in accordance with Section 2.2Sections 2.4 and 2.5.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Axos Financial, Inc.)

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