Conversion of Shares; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder thereof:
Conversion of Shares; Merger Consideration. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Praxair, Purchaser or any other Subsidiary (as defined in Section 6.1(a) hereof) of Praxair (collectively, the "Praxair Companies")) or Shares which are held by stockholders ("Dissenting Stockholders") exercising appraisal rights pursuant to Section 262 of the DGCL) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, without interest, an amount in cash (the "Merger Consideration") equal to $33.00 or such greater amount which may be paid pursuant to the Amended Offer. All such Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 5.2 or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Section 262 of the DGCL.
Conversion of Shares; Merger Consideration. Subject to the provisions of Section 1.4 and Section 3.1 hereof:
Conversion of Shares; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof: (a) each Share, together with the associated right, if any, to purchase Series A Shares or other securities of the Company pursuant to the Stockholder Protection Rights Agreement dated January 20, 1995 between the Company and Bank of Boston, as Rights Agent (the "Rights Agreement"), issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to clause (b) below and any Dissenting Shares (as defined in Section 2.6)) shall be converted into the right to receive in cash an amount per Share equal to the Merger Consideration (as defined below), subject to any required withholding of taxes and without interest; (b) each Share (together with all associated Series A Shares) owned by Parent, the Purchaser or any other direct or indirect subsidiary of Parent, or held in the treasury of the Company, immediately prior to the Effective Time, shall be canceled and extinguished, and no payment will be made with respect to those Shares; and (c) all shares of common stock of the Purchaser, par value $.01 per share, then issued and outstanding shall be converted into an equal number of shares of common stock of the Surviving Corporation. "Merger Consideration" means (I) $138,948,952, or such greater price divided by (II) the total number of Shares outstanding on a fully diluted basis as of immediately prior to the Effective Time, assuming the exercise of all outstanding Options (as defined below) and including all Shares acquired by Parent or the Purchaser in the Offer.
Conversion of Shares; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof: (a) each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to clause (b) below and any Dissenting Shares (as defined in Section 2.6)) shall be converted into the right to receive in cash an amount per Share equal to the Merger Consideration (as defined below), subject to any required withholding of taxes and without interest; (b) each Share owned by Parent, the Purchaser or any other direct or indirect subsidiary of Parent, or held in the treasury of the Company, immediately prior to the Effective Time, shall be canceled and extinguished, and no payment will be made with respect to those Shares; and (c) all shares of common stock of the Purchaser, par value $.01 per share, then issued and outstanding shall be converted into an equal
Conversion of Shares; Merger Consideration. Each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by the Company as treasury stock or by any wholly-owned Subsidiary (as defined in Section 3.3 hereof) of the Company or owned by Buyer, Merger Subsidiary or any other Subsidiary of Buyer ("Excluded Shares") and (ii) Dissenting Shares (as defined in Section 1.10)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Merger Consideration (as defined below), upon surrender of the certificate formerly representing such Shares in the manner provided in Section 1.3 hereof. All Shares to be converted into the Merger Consideration pursuant to this Section 1.2 shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and retired, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration therefor, without interest thereon, upon the surrender of such certificate in accordance with Section 1.4 hereof. As used herein, "Outstanding Shares" shall mean the Shares other than Excluded Shares. "Merger Consideration" shall mean: (i) in the case of the Shares held by Non-Continuing Stockholders: (I) an amount in cash (the "Non-Continuing Cash Amount") equal to the Equity Value Per Share (as defined below) and (II) the Distribution Amount (as defined in Section 1.3 below); and (ii) in the case of Shares held by Continuing Stockholders: (I) the Continuing Cash Portion (as defined below), (II) the Continuing Stock Portion (as defined below), and (III) the Distribution Amount. As used herein, "Equity Value Per Share" shall be the amount equal to (A) $331,071,912.58 minus the product of the Excess Expense Amount (as defined in Section 9.4) and .605, divided by (B) 11,014,357.13. The "Continuing Cash Portion" shall be an amount in cash equal to (A) .50 times the Equity Value Per Share minus (B) the quotient of (I) (x) .50 times the aggregate Non-Continuing Cash Amounts, plus (y) $15,000,000, plus (z) .50 times the aggregate Option Spreads (as defined in Section 1.8), divided by (II) the total number of Shares held by the Continuing Stockholders. The "Continuing Share Portion" shall be the number of shares of Buyer common stock, par value $.01 per share (the "Buyer Common Stock") and the associated Preferred ...
Conversion of Shares; Merger Consideration. (a) Parent shall pay to the holders of convertible preferred stock, preferred stock, common stock, warrants, stock options, and any other securities or ownership rights in Company, an aggregate merger consideration of $68,000,000. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company or the holders of any of the following securities, $68,000,000 in aggregate merger consideration shall be paid by Parent as follows:
Conversion of Shares; Merger Consideration. (a) Subject to the other provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:
Conversion of Shares; Merger Consideration. At the Effective Time, by virtue of MERGER1 and MERGER2 and without any further action on the part of any Party:
Conversion of Shares; Merger Consideration. At the Effective Time, ------------------------------------------ by virtue of the Merger and without any action on the part of any holder thereof: (a) each - Share issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to clause (b) below and any Dissenting Shares (as defined in Section 2.5)) shall be converted into the right to receive in cash an amount per Share equal to the Merger Consideration (as defined below), subject to any required withholding of taxes and without interest; (b) each Share owned - by Parent, the Purchaser or any other direct or indirect subsidiary of Parent, or held in the treasury of the Company, immediately prior to the Effective Time, shall be canceled and extinguished, and no payment will be made with respect to those Shares; and (c) all shares of common stock of the Purchaser, par value - $.01 per share, then issued and outstanding shall be converted into an equal number of shares of common stock of the Surviving Corporation. "Merger ------ Consideration" means $5.37 per Share or, if a greater price shall have been paid ------------- in the Offer, such greater price.
