Conversion of Shares of Common Stock. Subject to Section 1.3(d) hereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock referred to in the first sentence of Section 1.2(a) hereof and Dissenting Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into (i) that number of Parent Shares equal to .5427 (provided, however, that such number was calculated assuming that the Convertible Notes (as defined in Section 1.5(b) hereof) all are converted prior to the Effective Time), and (ii) if the Semi Sale (as defined in Section 1.5(a) below) has been consummated at or prior to the Effective Time, the Semi Sale Consideration (collectively, the "MERGER CONSIDERATION"); PROVIDED, HOWEVER, in the event that clause (ii) applies, to the extent that any portion of the Semi Sale Purchase Price is not paid to the Company or any of its Subsidiaries upon the consummation of the Semi Sale, then Parent shall only be obligated to pay to the stockholders of the Company the portion of the Semi Sale Consideration attributable to such portion of the Semi Sale Purchase Price ("DEFERRED SEMI SALE PURCHASE PRICE") if, as and when paid by the purchaser of the Semi Business (the "SEMI PURCHASER") to Parent, Company or any of its Subsidiaries (less any reserves established in connection with the principles set forth in Schedule 1.5(a) hereto).
Conversion of Shares of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:
Conversion of Shares of Common Stock. Except as otherwise provided in this Agreement and subject to Section 1.4 hereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 1.2(a) hereof (including, without limitation, Common Stock received by DuPont in exchange for Class B Common Stock) and Dissenting Shares (as defined in Section 1.9 hereof)) shall be converted into the following (the "Merger Consideration"):
Conversion of Shares of Common Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or any holder of any shares of Company Common Stock or any shares of capital stock of Merger Subsidiary or Parent:
Conversion of Shares of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock held by Parent, the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company, which shares of Common Stock, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto and other than Dissenting Shares (as defined below)), shall be converted into the right to receive in cash an amount equal to the Per Share Amount (the "Merger Price"), payable to the holder thereof, without interest thereon, upon surrender of the certificate formerly representing such share of Common Stock. Section 2.8.
Conversion of Shares of Common Stock. Each issued and outstanding ------------------------------------ share of Company Common Stock (other than (i) shares of Company Common Stock held by the Company or any of its Subsidiaries as treasury shares and (ii) any shares of Company Common Stock held by Parent or any of its subsidiaries (including Purchaser), shall be converted into the right to receive $6.40 per share, net, in cash (the "Merger Consideration"), payable to the holder thereof -------------------- upon surrender of the certificate formerly representing such shares in accordance with Section 1.07, without interest thereon, less any required withholding taxes. Each such share of Company Common Stock shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such certificate in accordance with Section 1.07, without interest thereon, less any required withholding taxes.
Conversion of Shares of Common Stock. (a) At the Effective Time, each share of First Xxxxxxx Common Stock then outstanding, except treasury shares, shall be converted into the right to receive 1.667 shares of BT Financial Common Stock (the "Exchange Ratio"), unless the average closing price per share of BT Financial Common Stock on the NASDAQ National Market as reported in the Wall Street Journal for the thirty (30) consecutive trading days ending on the fifth trading day immediately preceding the mutually agreed upon mailing date of the Joint Proxy/Prospectus (the "Mailing Date")(the "Valuation Period") is less than $24 or more than $32.
Conversion of Shares of Common Stock. Subject to Section 1.3(d) hereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock referred to in the first sentence of Section 1.2(a) hereof and Dissenting Shares (as defined in Section 1.2(c)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount of cash, without interest, equal to $48.00 (the "Merger Consideration").
Conversion of Shares of Common Stock. (a) At the Effective Time, each share of FNH Common Stock then outstanding, except treasury shares and Dissenting Shares, shall be converted into the right to receive 15 shares of Promistar Common Stock (subject to possible adjustment as set forth in Sections 2.02(c) and 2.08(b) hereof, the "Exchange Ratio").
Conversion of Shares of Common Stock. (a) All of the outstanding capital stock of Merging Entity comprises the Common Stock, which is owned, collectively, by Shareholders. Each of Shareholders owns, free and clear of any liens, encumbrances, restrictions or adverse claims whatsoever except as set forth in Schedule 2.4, the number of shares of Merging Entity set forth below opposite his name and each Shareholder shall receive therefor for each share of Common Stock the number of shares of no par value common stock of Parent as described herein: Shareholder Number of Shares Percentage Xxxx X. Xxxx, Xx. 3,635 67.628% Xxxxx X. Xxxx 735 13.674% Xxxxxxx X. Xxxx 735 13.674% Xxxxx X. Xxxx 135 2.512%
