Conversion of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Merger Sub, the Seller or the holder of any of the shares of the Seller Common Stock (as defined below):
Conversion of Seller Common Stock. Each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares to be cancelled in accordance with Section 3.1(b) and (y) Dissenting Shares as defined in Section 3.3) shall be automatically converted into the right to receive an amount in cash, without interest, equal to the Offer Price (the “Merger Consideration”). As of the Effective Time, all such shares of Seller Common Stock, when converted as provided in this Section 3.1(c), shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (each, a “Certificate” and collectively, the “Certificates”) or book-entry share (each, a “Book-Entry Share” and collectively, the “Book-Entry Shares”) representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 3.2. In the event that, prior to the Effective Time, the outstanding shares of Seller Common Stock are changed into, or exchanged for, a different number or class of shares by reason of any stock split, stock combination, stock reclassification, reverse stock split, stock dividend, recapitalization or other similar transaction, the Offer Price and Merger Consideration (as applicable) payable per share of Seller Common Stock shall be adjusted to appropriately and proportionately reflect the effects of such transaction, it being understood that nothing herein shall be construed to permit the Seller to take any action with respect to the shares of Seller Common Stock or other securities of Seller that is prohibited by this Agreement.
Conversion of Seller Common Stock. Each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) shares to be cancelled in accordance with Section 3.1(b) and (y) Dissenting Shares as defined in Section 3.3) shall be automatically converted into the right to receive an amount in cash, without interest, equal to the Offer Price per share (the “Merger Consideration”). As of the Effective Time, all such shares of Seller Common Stock, when converted as provided in this Section 3.1(c), shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (each, a “Certificate” and collectively, the “Certificates”) or book-entry share (each, a “Book-Entry Share” and collectively, the “Book-Entry Shares”) representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 3.2.
Conversion of Seller Common Stock. (a) At the Effective Time, each share of common stock of the Seller, par value $1.00 per share ("Seller Common Stock"), issued and outstanding immediately prior to the Effective Time and all rights attached thereto (other than shares of Seller Common Stock held (x) in the Seller's treasury or (y) directly or indirectly by the Buyer or the Seller or any of their respective Subsidiaries (as defined below) (except Trust Account Shares and DPC Shares (as such terms are defined in Section 1.05(c) hereof))), shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted automatically into and represent the right to receive (i) an amount in cash equal to $16.00, without any interest thereon (plus any cash in lieu of fractional shares as described in Section 2.02, the "Cash Consideration") and (ii) that number of fully paid and nonassessable shares of the common stock, par value $0.625 per share, of the Buyer (together with the number of common share purchase rights attached thereto pursuant to that certain Rights Agreement, dated as of August 15, 1996, as amended (as such may be further amended, supplemented, restated or replaced from time to time), between the Buyer and the Buyer Bank, as Rights Agent, the "Buyer Common Stock") determined by dividing $16.00 by the Average Buyer Common Stock Price (as defined below) rounded to the nearest thousandth of a share and subject to adjustment as provided below (the "Exchange Rate" and such amount, the "Stock Consideration"). The Exchange Rate initially in effect shall be subject to adjustment as follows:
Conversion of Seller Common Stock. (i) Subject to Section 3.3, each share of Seller Common Stock (other than (x) shares to be cancelled in accordance with Section 3.1(b) and (y) Dissenting Shares of Seller Common Stock (as defined in Section 3.4(a)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash, without interest, equal to the Offer Price per share (the “Merger Consideration”). As of the Effective Time, all such shares of Seller Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate or evidence of shares held in book-entry form representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 3.3, without interest.
Conversion of Seller Common Stock. (i) Subject to Section 3.2, each share of Seller Common Stock (other than (x) shares to be cancelled in accordance with Section 3.1(b), (y) shares owned by any direct or indirect wholly owned Subsidiary of the Seller or of Parent (other than Purchaser), which shares shall remain outstanding except that the number of such shares owned by such Subsidiaries shall be adjusted in the Merger to maintain relative ownership percentages, and (z) Dissenting Shares of Seller Common Stock (as defined in Section 3.3(a)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash, without interest, equal to the Offer Price per share (the ‘‘Merger Consideration’’). As of the Effective Time, all such shares of Seller Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 3.2, without interest.
Conversion of Seller Common Stock. All of the Seller Common Stock shall be converted into a number of shares of Buyer Common Stock that will represent ninety five percent (95%) of the outstanding shares of Buyer immediately after the Effective Time, on a fully diluted basis after giving effect to the Reverse Stock Split (the “Acquisition Shares”). The number of Acquisition Shares shall be approximately 712,500,000 shares of Buyer Common Stock (on a post Reverse Stock Split basis). Each issued and outstanding share of Seller Common Stock at the Effective Time will be converted into the right to receive a number of Acquisition Shares equal to (i) the total number of Acquisition Shares, divided by (ii) the number of Common shares of Seller outstanding immediately prior to Effective Time.
Conversion of Seller Common Stock. Subject to Section 2.2, each share of Seller Common Stock (other than shares to be cancelled in accordance with Section 2.1(b)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive 0.70 fully paid and nonassessable shares (the "Exchange Ratio") of common stock, $0.01 par value per share, of the Buyer (the "Buyer Common Stock," and such shares, the "Merger Consideration") upon surrender of the certificate representing such share of Seller Common Stock in the manner provided in Section 2.2. As of the Effective Time, all such shares of Seller Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive shares of Buyer Common Stock pursuant to this Section 2.1(c) and any cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration therefor, without interest, upon surrender of such certificate in accordance with Section 2.2.
Conversion of Seller Common Stock. All of the Seller Common Stock shall be converted into a number of shares of Buyer Common Stock that will represent approximately Eighty percent (80%) of the outstanding shares of Buyer immediately after the Effective Time, on a fully diluted basis (the “Acquisition Shares”). The number of Acquisition Shares shall be exactly 27,994,706 shares of Buyer Common Stock. Each issued and outstanding share of Seller Common Stock at the Effective Time will be converted into the right to receive one Acquisition Share, in a 43.66 to one exchange.
Conversion of Seller Common Stock. Each issued and outstanding share of Seller Common Stock shall be converted into the right to receive a number of newly-issued shares of Buyer Common Stock equal to 712,121,205 divided by the number of shares of Seller Common Stock outstanding immediately before the Effective Time (the “Exchange Ratio”). A portion of the shares of Buyer Common Stock to be issued pursuant to this Section will be deposited in an escrow fund (the “Escrow Fund”) pursuant to the requirements of Section 1.3(h) and Section 8.1 hereof.”
