Conversion of Securities Exchange of Certificates Sample Clauses

Conversion of Securities Exchange of Certificates. 11 Section 3.1
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Conversion of Securities Exchange of Certificates. Section 2.01. Conversion of Securities 2 Section 2.02. Treatment of Options and Other Equity Awards 3 Section 2.03. No Further Rights; Stock Transfer Books 3 Section 2.04. Exchange of Certificates 4 Section 2.05. Appraisal Rights 5
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Conversion of Securities Exchange of Certificates. Section 3.1 Merger Consideration; Conversion and Cancellation of Securities . . . . . . . . . . . . . . . . . . . . . . . . .8 Section 3.2 Exchange of Certificates. . . . . . . . . . . . . . . . . . . .9 Section 3.3 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 3.4
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Conversion of Securities Exchange of Certificates. Section 2.1 Merger Consideration; Conversion and Cancellation of Securities. The entire Merger Consideration payable with respect to all shares of capital stock of the Company issued and outstanding at the Effective Time and all securities convertible into or exercisable or exchangeable for shares of capital stock of the Company shall be payable as provided below. At the Effective Time, by virtue of the Merger and without any action on the part of the Parent Companies, the Company or their respective stockholders: (a) Subject to the other provisions of this Article II, the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Company Common Stock described in Section 2.l(b) of this Agreement) and the options to acquire the Company Common Stock outstanding immediately prior to the Closing shall be converted into the right to receive the Merger Consideration as follows: (i) with respect to an aggregate 1,563,569 of the issued and outstanding shares of Company Common Stock held by the Major Stockholder as of the Effective Time, the right to receive an aggregate 2,000,000 shares of the Parent Common Stock; (ii) with respect to each of the rest of the issued and outstanding shares of the Company Common Stock held by Company stockholders (including the Major Stockholder) as of the Effective Time other than the shares of Company Common Stock described in clause (i) of this Section 2.1(a), the right to receive an amount in cash equal to the Per Share Amount; (iii) with respect to each of the Company Stock Options outstanding immediately prior to the Effective Time for which an Option Cancellation Agreement has been received, the right to receive an amount of cash (subject to any applicable withholding tax and conditional upon cancellation of such options), equal to the product of (A) the Per Share Amount minus the exercise price per share of such Company Stock Option times (B) the number of shares of Company Common Stock covered by such Company Stock Option; and (iv) with respect to the rest of the Company Stock Options outstanding immediately prior to the Effective Time for which an Option Cancellation Agreement has not been received, each such Company Stock Option shall be converted into and become an option to purchase a number of shares of Parent Common Stock equal to (A) the number of shares of Company Common Stock covered by such Company Stock Option times the Per Share Amount, divided by (B) $8.225. The...
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Conversion of Securities Exchange of Certificates. (a) By virtue of the Merger and without any action on the part of Aquagenix, ADI, Merger Corp. or the Selling Shareholders: (i) At the Effective Time, each of the ADI Shares exchanged shall be converted, subject to the provisions of this Section into the right to receive 133.333 Aquagenix Shares and an installment note in the amount of Two Hundred Thousand and No/100 Dollars ($200,000.00) bearing interest at a rate of seven percent (7%) (collectively the "Exchange Price") with such note being payable on January 15, 1997. The aggregate number of Aquagenix Shares to be issued to the Selling Shareholders shall be based on Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) worth of Aquagenix unregistered Common Stock, value based upon the five (5) day trading average closing price of Aquagenix Common Stock immediately prior to Closing, as reported by the National Association of Securities Dealers Automatic Quotation System, National Market System "NASDAQ/NMS"), as quoted by The Wall Street Journal. (ii) At the Effective Time, the Merger Corp. Shares, issued and outstanding immediately prior to the Effective Time, all held and owned by Aquagenix, shall thereafter remain and constitute all of the issued and outstanding shares of capital stock of the Surviving Company. (b) As soon as practicable after the Effective Time, each holder of a certificate that prior thereto represented ADI Shares shall be entitled, upon surrender thereof to Aquagenix in the manner set forth in this Section to receive in exchange therefor, in accordance with this Section a certificate representing an amount of Aquagenix Shares equal to the Exchange Price. Until so surrendered, each such certificate that, prior to the Effective Time, representing the ADI Shares shall be deemed from and after the Effective Time, for all corporate purposes, to evidence ownership of the Aquagenix Shares into which ADI Shares shall have been converted; provided, however, that no dividends with respect to ADI Shares shall be paid until the holders shall furnish certificates therefor, at which time the holder shall be paid the amount of dividends, if any, without interest, which shall theretofore have become payable with respect to the Aquagenix Shares into which such ADI Shares have been converted.
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Conversion of Securities Exchange of Certificates. Section 2.1 Merger Consideration; Conversion and Cancellation of Securities.................... 3 Section 2.2 Exchange and Surrender of Certificates and Options................................. 5 Section 2.3 Dissenter's Rights................................................................. 7 ARTICLE III Representations and Warranties of the Company
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Conversion of Securities Exchange of Certificates. 6 4.1. Merger Consideration; Conversion and Cancellation of Securities.................................................. 6 4.2. Exchange of Certificates.................................... 6 4.3.
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Conversion of Securities Exchange of Certificates. SECTION 4.01. Merger Consideration; Conversion and Cancellation of ---------------------------------------------------- Securities. At the Effective Time, by virtue of the Merger and without any ----------- action on the part of the Parent Companies, the Company or the holders of any of the following securities: (a) Subject to Section 4.03, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in Section 4.01(c)) shall be converted into the right to receive $35.00 in cash, without interest thereon (the "Per Share Merger Consideration"). ------------------------------ (b) All shares of Company Common Stock converted pursuant to Section 4.01(a) shall cease to be outstanding and shall automatically be cancelled and retired, and each holder of a Certificate previously evidencing such shares of Company Common Stock shall cease to have any rights as a stockholder of the Company, except the right to receive the Per Share Merger Consideration for each such share. (c) Each share of Company Common Stock that is owned by the Company, Parent or Purchaser immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. Each share of Company Common Stock owned by any Subsidiary of the Company or Parent (other than Purchaser) immediately prior to the Effective Time shall remain outstanding without change. (d) Each share of common stock, par value $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall continue to be issued and outstanding as one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.
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