Common use of Conversion of Company Securities Clause in Contracts

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 3.1(a) and Dissenting Shares) shall be converted into the right to receive the Offer Price in cash, without interest (the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall be automatically canceled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.2, the Merger Consideration, without interest thereon.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Steinway Musical Instruments Inc), Agreement and Plan of Merger (Steinway Musical Instruments Inc)

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Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 3.1(a) hereof and Dissenting Shares) shall be converted into the right to receive the Offer Price in cashPrice, without interest (the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall be automatically canceled and shall cease to exist, and the The holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock (respectively, the “Certificates” and “Book-Entry Shares”) shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.23.2 of this Agreement, the Merger Consideration, without interest thereonor, with respect to Dissenting Shares, the rights set forth in Section 262 of the DGCL.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Valassis Communications Inc), Agreement and Plan of Merger (Harland Clarke Holdings Corp)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than excluding shares canceled pursuant to described in Section 3.1(a2.1(a) and and, except as provided in Section 2.6, the Dissenting Shares) shall be converted into the right to receive the Offer Price an amount in cashcash equal to $80.25 per share, without interest (the “Merger Consideration”). Each share At the Effective Time, all such shares of Company Common Stock to shall no longer be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) outstanding and shall be automatically canceled cancelled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock Stock, shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.22.2, the Merger Consideration, without interest thereon.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (IPC Healthcare, Inc.), Agreement and Plan of Merger (Team Health Holdings Inc.)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 3.1(a2.1(a) and Dissenting Shareshereof) shall automatically be converted into the right to receive the Offer Price in cashPrice, without interest (the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall be automatically canceled and shall cease to exist, and the The holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock (respectively, the “Certificates” and “Book-Entry Shares”) shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.22.2 of this Agreement (and such other documents as may be required pursuant to the letter of transmittal), the Merger Consideration, without interest thereon.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/), Agreement and Plan of Merger (Keyw Holding Corp)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 3.1(a) hereof and Dissenting Shares) shall be converted into the right to receive the Offer Price in cashPrice, without interest (the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall be automatically canceled and shall cease to exist, and the The holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock (respectively, the “Certificates “and “Book-Entry Shares”) shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.23.2 of this Agreement, the Merger Consideration, without interest thereonor, with respect to Dissenting Shares, the rights set forth in Section 262 of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AOL Inc.)

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Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 3.1(a) hereof and Dissenting Shares) ), shall be converted into the right to receive the Offer Price in cashPrice, without interest (the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall be automatically canceled and shall cease to exist, and the The holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock (respectively, the “Certificates “and “Book-Entry Shares”) shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.23.2 of this Agreement, the Merger Consideration, without interest thereonor, with respect to Dissenting Shares, the rights set forth in Section 262 of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dealertrack Technologies, Inc)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled or converted pursuant to Section 3.1(a) hereof and Dissenting Shares) shall be converted into the right to receive the Offer Price in cashPrice, without interest (the "Merger Consideration"). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall be automatically canceled and shall cease to exist, and the The holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock (respectively, the "Certificates "and "Book-Entry Shares") shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.23.2 of this Agreement, the Merger Consideration, without interest thereonor, with respect to Dissenting Shares, the rights set forth in Section 262 of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Millennial Media Inc.)

Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 3.1(a) hereof and Dissenting Shares) shall be converted into the right to receive the Offer Price in cashPrice, without interest (the "Merger Consideration"). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall be automatically canceled and shall cease to exist, and the The holders of certificates (the “Certificates”) or book-entry shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock (respectively, the "Certificates" and "Book-Entry Shares") shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.23.2 of this Agreement, the Merger Consideration, without interest thereonor, with respect to Dissenting Shares, the rights set forth in Section 262 of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nortek Inc)

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