Conversion of Company Shares; Merger Consideration Sample Clauses

Conversion of Company Shares; Merger Consideration. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Holdings, Sub, the Company or the holder of Company Shares the following shall occur:
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Conversion of Company Shares; Merger Consideration. Each ordinary share, par value $0.01 per share of the Company (a “Share” or, collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares (as defined below) shall be converted automatically into the right to receive a number of shares of common stock, par value $0.001 per share (“Common Stock”) of the Parent (the “Per Share Merger Consideration”) equal to PSMC, where: PSMC = 2.33333 x Y Z Where: Y = the total number of shares of common stock of Parent outstanding on a fully diluted basis as of the Closing Date Z = the total number of ordinary shares of the Company outstanding on a fully diluted basis as of the Closing Date For purpose of the foregoing, “fully diluted basis” shall mean inclusive of all shares of common stock or ordinary shares (as applicable) that would be outstanding if all options, warrants and securities convertible into said common stock or ordinary shares that are outstanding on such date, were to be exercised or converted on such date. At the Effective Time, all of the Shares (other than any Excluded Shares that shall be cancelled in accordance with Section 179 of the BVI Companies Act) shall cease to be outstanding, shall be cancelled and the register of members of the Surviving Company will be amended accordingly. Each certificate formerly representing any of the Shares (a “Share Certificate”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Excluded Shares shall thereafter represent only the right to receive the applicable payments set forth in Section 3.2(f). In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer self-tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such change, be the Per Share Merger Consideration.
Sample 1
Conversion of Company Shares; Merger Consideration. At and as of the Effective Time, all shares of Axis Capital Stock ("Axis Shares") owned by the Shareholders shall be converted, in aggregate, into the right to receive 1,575,078 shares ("Merger Consideration") of WHI's common stock ("WHI Shares"). Each Axis Share shall be exchanged for 1,575.078 WHI Shares to be issued as the Merger Consideration, all as set forth on Part 4(d) of the Axis Disclosure Schedule (provided that no fractional shares shall be issued, and the value of any fractional shares, valued at the Stock Price shall be payable in cash).
Sample 1
Conversion of Company Shares; Merger Consideration. Each Ordinary Share, par value NIS 0.01 per share, of the Company (a “Share” or collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent and Shares that are owned by the Company or any direct or indirect wholly-owned subsidiary of the Company, in each case not held on behalf of third parties (each, an “Excluded Share” and collectively, “Excluded Shares”), shall be automatically converted into the right to receive (a) $11.50 in cash, without interest (the “Per Share Consideration”) payable to the holder thereof and (b) an amount in cash equal to the Cash Adjustment Per Share Payment (the Per Share Consideration and the Cash Adjustment Per Share Payment being referred to herein collectively as the “Merger Consideration”). Following the Effective Time, each certificate (a “Certificate”) representing any of such Shares (other than Excluded Shares) and non-certificated Shares (other than Excluded Shares) represented by book entry (a “Book-Entry Share”) shall thereafter represent only the right to receive the Merger Consideration.
Sample 1

Related to Conversion of Company Shares; Merger Consideration

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Recitals Merger Consideration 2.1(a) Merger Sub...................................................

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

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