Common use of Conversion of Company Stock Clause in Contracts

Conversion of Company Stock. Each share of Company Stock outstanding immediately prior to the Effective Time (other than (i) Dissenting Shares and (ii) shares cancelled pursuant to Section 2.1(b)) shall, by virtue of the Merger and without any action on the part of the Buyer or any holder of Company Stock, be converted into the right to receive the amounts, if any, to which the holder of such share is entitled pursuant to Section 2.6(b) (such amounts, the “Applicable Merger Consideration”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Centessa Pharmaceuticals LTD), Agreement and Plan of Merger (Cornerstone Therapeutics Inc)

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Conversion of Company Stock. (i) Each issued and outstanding share of Company Stock outstanding immediately prior to the Effective Time (other than (i) Dissenting Shares and (ii) shares cancelled pursuant to Section 2.1(c)(iii) and shares to be canceled in accordance with Section 2.1(b)) shall, by virtue of the Merger and without any action on the part of the Buyer or any holder of Company Stock, shall be converted into the right to receive an amount, payable in accordance with Section 2.2, equal to the amounts, if any, to which Adjusted Final Total Merger Consideration divided by the holder of such share is entitled pursuant to Section 2.6(b) Total Company Share Amount (such amounts, the “Applicable "Merger Consideration").. For purposes of this Agreement, (A) "

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gentiva Health Services Inc)

Conversion of Company Stock. Each share of Company Stock issued and outstanding immediately prior to the Effective Time (other than (iCancelled Shares or Dissenting Shares) Dissenting Shares and (ii) shares cancelled pursuant to Section 2.1(b)) shall, by virtue of the Merger and without any action on the part of the Buyer or any holder of Company Stock, will be converted into the right to receive the amounts, if any, to which the holder of such share is entitled pursuant to Section 2.6(b) (such amounts, the “Applicable Per Share Merger Consideration”).

Appears in 1 contract

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

Conversion of Company Stock. (i) Each share of Company Stock Share issued and outstanding immediately prior to the Effective Time (other than (ix) Shares to be cancelled and retired in accordance with Section 2.08(a) and (y) Dissenting Shares and (iiShares) shares cancelled pursuant to Section 2.1(b)) shall, by virtue of the Merger and without any action on the part of the Buyer or any holder of Company Stock, shall be converted into the right to receive an amount in cash equal to the amounts, if any, to which the holder of such share is entitled pursuant to Section 2.6(b) (such amounts, the “Applicable Merger Consideration”).Per-Share Cash-Out Amount;

Appears in 1 contract

Samples: Agreement and Plan of Merger (AbCellera Biologics Inc.)

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Conversion of Company Stock. (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Dissenting Shares shares to be cancelled and retired in accordance with Section 3.1(a) and (ii) shares cancelled pursuant to Section 2.1(b)Dissenting Shares) shallwill, by virtue of the Merger and without any action on the part of the Buyer or any holder of Company Stockthereof, be converted into the right to receive the amountsfollowing: (i) the Company Common Stock Closing Consideration Per Share, if any, and (ii) the right to which receive a portion of the holder Cash Consideration in accordance with the terms of such share is entitled pursuant to Section 2.6(b) (such amounts, the “Applicable Merger Consideration”)3.7.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Standard Parking Corp)

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