Conversion of Securities in the Merger Clause Samples
The "Conversion of Securities in the Merger" clause defines how existing securities, such as shares or stock options, of the merging companies will be exchanged or converted into new securities of the surviving or resulting entity after the merger. Typically, this clause outlines the specific exchange ratios, the treatment of different classes of securities, and any cash payments or adjustments that may be involved. Its core practical function is to ensure all stakeholders understand how their ownership interests will change as a result of the merger, thereby providing clarity and preventing disputes regarding post-merger equity distribution.
Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:
Conversion of Securities in the Merger. SECTION 2.01. Conversion of Capital Stock.....................................3 SECTION 2.02.
Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Montage, Marigold, Merger Sub or any shareholder thereof,
(a) subject to Section 2.6, each share of Marigold Common Stock issued and outstanding immediately prior to the Effective Time, other than any Marigold Cancelled Shares, shall automatically be converted, subject to the terms, conditions and procedures set forth in this Article II, into the right to receive the following: (A) $10.55 in cash, without interest (the “Cash Consideration”), (B) a fraction of a validly issued, fully paid and nonassessable share of Montage Class A Common Stock equal to the Marigold Exchange Ratio (the “Stock Consideration”), and (C) unless a Pre-Closing CVR Distribution has occurred, one (1) Contingent Value Right to be issued by Montage pursuant to the CVR Agreement (the “CVR Consideration”, if any, the Cash Consideration and the Stock Consideration, collectively, the “Marigold Merger Consideration”);
(b) each share or other security representing capital stock in Marigold owned, directly or indirectly, by any of the Marigold Subsidiaries or Montage or any of the Montage Subsidiaries immediately prior to the Effective Time (collectively, “Marigold Cancelled Shares”) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and
(c) each share of common stock, no par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid, validly issued and nonassessable share of Common Stock, no par value per share, of the Surviving Corporation.
Conversion of Securities in the Merger. 2.1 Effect on Capital Stock of Veeco;
Conversion of Securities in the Merger. 3.1. Effect of Merger on NCNG Capital Stock..................................8 3.2.
Conversion of Securities in the Merger. 10 3.1 Effect of Merger on Capital Stock 10
Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any capital stock described below:
(a) All shares of Common Stock and Preferred Stock that are held in ADTI’s treasury shall be canceled and cease to exist and no cash or other consideration shall be delivered in exchange therefor.
(b) Each ADTI stockholder of record as of the Effective Time who holds in the aggregate less than one thousand five hundred (1,500) shares of ADTI Stock shall be entitled to receive for each issued and outstanding share of ADTI Stock held by such stockholder, unless such stockholder exercises his, her or its dissenters’ rights pursuant to Section 9 of this Agreement, an amount in cash, without interest, equal to two United States cents (US$0.02) per share; however, in no event shall a stockholder who is entitled to receive cash for their shares of ADTI Stock under this Section 7(b) receive less than one United States dollar (US$1.00). All such shares, when so converted under this Section 7(b), shall be retired, shall cease to be outstanding and shall automatically be cancelled, and the holder of a certificate that, immediately prior to the Effective Time, represented such shares (a “Stock Certificate”), shall cease to have any rights with respect thereto, except the right to receive the Cash Consideration, and any amounts payable pursuant to Section 8(c) of this Agreement.
(c) Each ADTI stockholder of record as of the Effective Time who holds in the aggregate one thousand five hundred (1,500) shares or more of ADTI Stock shall automatically receive (without surrender of stock certificates or any other action): (i) one (1) fully paid and nonassessable share of common stock (the “Surviving Corporation Common Stock”) for each one thousand five hundred (1,500) issued and outstanding shares of Common Stock held by such stockholder, and (ii) one (1) fully paid and nonassessable share of Series D convertible preferred stock (the “Surviving Corporation Preferred Stock”) for each one thousand five hundred (1,500) issued and outstanding shares of Preferred Stock held by such stockholder (the “Stock Conversion”). After the Stock Conversion, any remaining fractional shares held by a stockholder under this Section 7(c) shall be disposed of, in accordance with Colorado law, by paying such stockholder an amount in cash, without interest, equal to the product of two United States cents (US$0.02) multiplied by the number of fractional share(s) of ...
Conversion of Securities in the Merger. Section 2.1(a) of the Merger Agreement is hereby amended to delete clause (i) of the first sentence thereof in its entirety and substitute therefor:
(i) an amount in cash, without interest, equal to (x) $4.13 minus (y) to the extent paid pursuant to Section 5.19(a) (or, in the event that the Closing Date occurs after the record date for the Prepayment Dividend but before the Dividend Payment Date, to the extent payable after the Closing Date pursuant to Section 5.19(a)), the Prepayment Dividend Amount (the “Per Share Cash Consideration”) and”
Conversion of Securities in the Merger. 11
2.1 Conversion of Securities 11 2.2 Payment for Securities; Surrender of Certificates 12
2.3 Dissenting Shares 14
2.4 Treatment of Options; Restricted Stock Units; Stock Plans 14 2.5 Treatment of Employee Stock Purchase Plan 15
Conversion of Securities in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of PetroChemNet, Holdings, or any Stockholder, the shares of capital stock of each of the Constituent Corporations shall be converted as follows: