Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Savannah Foods & Industries Inc), Agreement and Plan of Merger (Imperial Holly Corp), Agreement and Plan of Merger (Imperial Holly Corp)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each Each share of Company Common Stock, Stock issued and outstanding immediately prior to before the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or those held in the treasury of the Company) and all rights in respect thereof, all of which shall be canceled and cease to exist, without consideration being payable therefore (at the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11Effective Time, without any action on the part of the any holder thereof, forthwith cease to exist and be converted intointo and become exchangeable for, exchanged for and represent the right to receive 1.9975 shares of common stock, par value $0.0001 per share (without interest“Novume Common Stock”), subject to of Novume, and each share of Series A Cumulative Convertible Redeemable Preferred Stock (“Company Preferred Stock”) of the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement Company issued and outstanding immediately before the Effective Time and all rights in respect thereof, shall at the outstanding Effective Time, without any action on the part of any holder thereof, forthwith cease to exists and be converted into and become exchangeable for, 1. shares of IHK Common Series A Cumulative Convertible Redeemable Preferred Stock or Company Common Stock shall have been changed into a different number (“Novume Preferred Stock”), of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesNovume (collectively, the Cash Consideration “Company Merger Consideration”, and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares ratio of Company Common Stock so converted or exchanged shall no longer to Novume Common Stock and Company Preferred Stock to Novume Preferred Stock being herein referred to as the “Company Exchange Ratio”). Fractional shares of Novume Common Stock and Novume Preferred Stock will not be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate issued in accordance connection with the provisions Company Merger. For a discussion of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu treatment of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stockthat would otherwise be issued, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to see Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company2.7.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Brekford Corp.), Agreement and Plan of Merger (KeyStone Solutions, Inc.), Agreement and Plan of Merger (Brekford Corp.)
Conversion of Shares. (a) At Subject to the provisions of this Agreement, at the Effective Time, except as otherwise provided herein automatically by virtue of the Merger and subject to Section 2.06(b), without any action on the part of any party or shareholder: (a) each share of Company the Signal common stock, $1 par value per share (the "Signal Common Stock"), issued and outstanding immediately prior to the Effective Time (other than the excluding (i) shares of Company Common Stock owned held by IHK, Merger Sub Signal or any of their the Signal Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares") and (ii) cash in an amount equal to the Offer Price Dissenting Shares ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration"as defined below)); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted cease to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled converted into and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent become the right to receive, upon receive 1.32 (subject to adjustment pursuant to Sections 2.5 and 7.1(h)) (the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional "Common Exchange Ratio") shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stockcommon stock, without no par value, of IHK FirstMerit, including the associated rights attached thereto under the FirstMerit Rights Plan (as defined herein) ("IHK Junior FirstMerit Common Stock"); and (b) each share of the Signal 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share (the "Signal Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK issued and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time (excluding shares held by Signal or any of the Signal Subsidiaries (as defined below) or by FirstMerit or any of the FirstMerit Subsidiaries (as defined below), in each case other than in a fiduciary capacity or as a result of debts previously contracted ("Treasury Shares"), shall cease to have any rights with respect be outstanding and shall be converted into and become the right to such receive one share of FirstMerit 6-1/2% Cumulative Convertible Preferred Stock, Series B, no par value per share ("FirstMerit Series B Preferred Stock") which preferred stock shall contain terms substantially identical to that of the Signal Preferred Stock and be convertible into a number of shares of Company FirstMerit Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth equal to the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail product of the Common Exchange Ratio and the number of shares of Signal Common Stock into which the Signal Preferred Stock was convertible immediately prior to the Closing Date Effective Time.. The FirstMerit Common Stock and shall furnish a copy thereof FirstMerit Preferred Stock is sometimes collectively referred to herein as the Company"FirstMerit Capital Stock."
Appears in 3 contracts
Samples: Agreement of Affiliation and Plan of Merger (Firstmerit Corp), 2 Agreement of Affiliation and Plan of Merger (Signal Corp), Agreement of Affiliation and Plan of Merger (Firstmerit Corp)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein by virtue of the Merger and subject to Section 2.06(b)without any action on the part of the Parties hereto or any holder of Company Stock, each share of Company Common Stock, Class A Stock issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHKExcluded Shares, Merger Sub or Restricted Shares and any of their Subsidiaries or held in the treasury of the Company, all of which Dissenting Shares) shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, be converted into, exchanged for and represent into the right to receive $36.26 in cash (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "“Merger Consideration"”)); provided, however, that, in any event, if between the date of this Agreement and . At the Effective Time the outstanding Time, all shares of IHK Common Class A Stock or Company Common Stock (other than Excluded Shares, Restricted Shares and any Dissenting Shares) shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted cease to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth holder of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding certificate that immediately prior to the Effective Time represented such share of Company Stock (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration for each share of Class A Stock represented by such Certificate, to be paid in consideration therefor, without interest, upon surrender of such Certificate in accordance with Section 2.02(b). All shares of Class A Stock held by the Family Stockholders, Family LLC, any Subsidiary of Family LLC, the Company Common or any wholly-owned Subsidiary of the Company (or held in the Company’s treasury) and all shares of Class B Stock except as otherwise provided herein or by law. IHK shall prepare cease to be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail certificate that immediately prior to the Closing Date Effective Time represented such shares shall cease to have any rights with respect thereto and no consideration shall furnish a copy thereof to be delivered in exchange therefor. Each share of common stock of CVC MergerCo shall be converted into one share of newly issued common stock of the CompanySurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cablevision Systems Corp /Ny), Agreement and Plan of Merger (Cablevision Systems Corp /Ny)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 2.6(b) and any Dissenting Shares) and any Shares issuable upon exercise of any option, conversion or other right to acquire Shares existing immediately prior to the shares of Company Common Stock owned by IHKEffective Time (collectively, Merger Sub or any of their Subsidiaries or held "RIGHTS") will be converted into the right to receive the Per Share Amount in cash payable to the treasury of holder thereof, without interest (the Company"MERGER CONSIDERATION"), all of which shall prorated for fractional shares, in accordance with Section 2.8. All such Shares, when so converted, will no longer be outstanding and will automatically be canceled and will cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue and each holder of the Merger anda certificate formerly representing any such Share will cease to have any rights with respect thereto, except as provided in Section 2.11, without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.8. Any payment made pursuant to this Section 2.6(a) and Section 2.8 will be made net of applicable withholding taxes to the proration procedures described below, either (i) extent such withholding is required by Law. Notwithstanding the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any eventforegoing, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock Shares shall have been changed into a different number of shares or a different class class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Merger Consideration and the Stock Consideration shall will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Federated Department Stores Inc /De/), Agreement and Plan of Merger (Fingerhut Companies Inc)
Conversion of Shares. (ai) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each Each share of Company Common StockStock (including Option Shares, as defined in Section 2.2(c)) issued and outstanding immediately prior to as of the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any holders who have properly exercised their rights of their Subsidiaries or held in appraisal within the treasury meaning of Section 262 of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore DGCL (the "Excluded Dissenting Shares"), ) shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, automatically be converted into, exchanged for and represent into that number of shares of Parent Common Stock as shall be obtained by dividing (A) the right number of shares obtained by dividing $55,050,000 (including the Parent's obligation with respect to receive (without interestattorneys' fees), subject less accounts receivable of the Company in the amount of $20,000 and less the Closing Date PC Transaction Fee (as defined in Section 2.11 hereof), by the Applicable Average Closing Price (as defined in Section 2.2(a)(iii)) by (B) the total number of Fully Diluted Shares (as defined below), with the resulting quotient (carried to two decimal places) being referred to herein as the "Exchange Ratio." "Fully Diluted Shares" shall be equal to the proration procedures described belowtotal number of outstanding shares of Company Common Stock, either immediately prior to the Closing Date, calculated on a fully diluted, fully converted basis as though all convertible debt and equity securities and options (whether vested or unvested) and warrants had been converted or exercised. The aggregate number of shares of Parent Common Stock issued pursuant to this Section 2.2(a) shall be referred to in this Agreement as the "Merger Shares." For purposes of this Agreement, the term "Average Closing Market Price" shall mean the average of the last quoted sale price per share of Parent Common Stock on the Nasdaq National Market during the twenty (20) consecutive trading days ending on (and including) the earlier of (A) the trading day immediately preceding the Closing Date and (B) July 21, 1999. Schedule 2.2 attached hereto sets forth, with respect to the Initial Merger Consideration, (i) the Stock Consideration (as defined below) or Average Closing Market Price, (ii) cash in an amount equal to the Offer Price Exchange Ratio and ("Cash Consideration" and, together with iii) the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different aggregate number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the CompanyShares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (Lycos Inc)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the Parties hereto or any holder thereofof Company Stock, each share of Class A Stock issued and outstanding immediately prior to the Merger (other than Excluded Shares, Company Awards and any Dissenting Shares) shall be converted into, exchanged for and represent into the right to receive $15.25 in cash, without interest (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "“Merger Consideration"“)); provided, however, that, in any event, if between the date of this Agreement and . At the Effective Time the outstanding Time, all shares of IHK Common Class A Stock or (other than Excluded Shares, Company Common Stock Awards and any Dissenting Shares) shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted cease to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of (x) a certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding that immediately prior to the Effective Time represented such share of Company Stock (a “Certificate“) and (y) uncertificated shares represented by book-entry that immediately prior to the Effective Time represented such shares of Company Stock (“Book-Entry Shares“) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration for each share of Class A Stock represented by such shares Certificate or Book-Entry Share, to be paid in consideration therefor, without interest, upon surrender of Company Common Stock except as otherwise provided herein such Certificate or by lawBook-Entry Share in accordance with Section 2.02(b). IHK At the Effective Time, all Excluded Shares shall prepare cease to be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of (i) a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail Certificate that immediately prior to the Closing Date Effective Time represented such shares, and shall furnish a copy thereof (ii) Book-Entry Shares that immediately prior to the CompanyEffective Time represented such shares, shall cease to have any rights with respect thereto and no consideration shall be delivered in exchange therefor. At the Effective Time, each share of common stock of Merger Sub shall be converted into one share of newly issued common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cole Kenneth Productions Inc), Agreement and Plan of Merger (Cole Kenneth Productions Inc)
Conversion of Shares. (a) At Subject to any adjustment to such terms pursuant to Section 1.12, at the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), (a) each share of Company Common Stock, issued and Stock outstanding immediately prior to the Effective Time (other than the any Dissenting Shares (as hereinafter defined), any shares of Company Common Stock owned held by IHKAcquiror, Merger Sub or any and shares of their Subsidiaries or held in the treasury of the Company, all of Common Stock which are exchanged for Acquiror Common Stock pursuant to Section 5.09(a) herein) shall be canceled automatically and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, upon surrender of the certificate that formally evidenced such Common Stock in the manner provided herein, be cancelled and shall be converted into, exchanged for and represent automatically into the right to receive (an amount payable in cash, without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to $1.08880483 per share of Common Stock (such amount payable per share of Common Stock in the Offer Price ("Cash Consideration" and, together with the Stock Consideration, Merger being referred to herein as the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (b) each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time held by Acquiror shall cease be cancelled for no consideration, and (c) each share of common stock, $0.01 par value per share, of Merger Sub shall be converted into one share of common stock of the Surviving Corporation. Notwithstanding the foregoing, in the event that options (the "Vivra Options") to have any rights acquire Parent common stock, par value $0.01 per share (the "Vivra Common Stock"), are cancelled pursuant to the last sentence of Section 5.09(a) in connection with respect the Vivra Option Exchange (as defined in Section 5.09(a)), the Merger Consideration shall be decreased by an amount equal to such the quotient obtained by dividing (i) the Gross Spread (as defined below) by (ii) the actual number of shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail outstanding immediately prior to the Closing Date and shall furnish a copy thereof Merger (after giving effect to the Companyexchanges contemplated by Section 5.09(a)) (the "Post-Adjustment Merger Consideration"). For the purposes of the preceding sentence, (i) the Gross Spread for the Vivra Options cancelled in the Vivra Option Exchange shall be equal to the product of (x) the difference between $35.62 and the weighted-average per share exercise price of such Vivra Options and (y) the number of shares of Vivra Common Stock covered by such cancelled Vivra Options, and (ii) the aggregate Gross Spread for all Vivra Options cancelled in the Vivra Option Exchange shall not exceed $4,837,382.00."
Appears in 2 contracts
Samples: The Agreement and Plan Of (Vivra Inc), Incentive Ab
Conversion of Shares. (a) At By virtue of the Effective TimeMerger and without any further action on the part of Parent, except as otherwise provided herein and Merger Sub, the Company or any shareholder of the Company: subject to Section 2.06(bSections 1.5(a)(ii), 1.5(b), and 1.6, each share of Company Common Stock, issued and Capital Stock outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, be converted into, exchanged for and represent into the right to receive from Parent, upon surrender of the certificate representing such share of Company Capital Stock in accordance with Section 1.7, the following consideration (without interest), subject the consideration to the proration procedures described below, either (iwhich a particular class or series of Company Capital Stock is entitled pursuant to this Section 1.5(a)(i) the Stock Consideration (being referred to as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock " for such class or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and series): each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease be converted into the right to have any rights with respect receive an amount in cash, without interest, equal to such shares the Common Stock Merger Consideration (as defined below); each share of Series B Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount, without interest, equal to the amount of cash that a holder of Series B Preferred Stock would be entitled to receive for each share of Series B Preferred Stock pursuant to Section 3 of Article Third of the Company's articles of incorporation as in effect on the Closing Date of this Agreement upon a liquidation resulting in a distribution to the shareholders of the Company of an amount equal to $50,000,000 (the "Series B Merger Consideration"); each share of Series D Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount, without interest, equal to the amount of cash that a holder of Series D Preferred Stock would be entitled to receive for each share of Series D Preferred Stock pursuant to Section 3 of Article Third of the Company's articles of incorporation as in effect on the Closing Date upon a liquidation resulting in a distribution to the shareholders of the Company of an amount equal to $50,000,000 (the "Series D Merger Consideration"); each share of Series E Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount, without interest, equal to the amount of cash that a holder of Series E Preferred Stock would be entitled to receive for each share of Series E Preferred Stock pursuant to Section 3 of Article Third of the Company's articles of incorporation as in effect on the Closing Date upon a liquidation resulting in a distribution to the shareholders of the Company of an amount equal to $50,000,000 (the "Series E Merger Consideration"); each share of Company Common Stock except as otherwise provided herein owned by Parent, Merger Sub, the Company or by law. IHK shall prepare a statement setting forth any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail Company immediately prior to the Closing Date Effective Time, if any, shall, by virtue of the Merger, be canceled without payment of any consideration with respect thereto; and shall furnish a copy thereof each share of the common stock, no par value, of Merger Sub outstanding immediately prior to the Company.Effective Time shall be converted into one share of common stock of the Surviving Corporation. The amount of cash each shareholder of the Company is entitled to receive for the shares of Company Capital Stock held by such shareholder shall be rounded to the nearest cent and computed after aggregating the cash amounts payable for all shares of each series of Company Capital Stock held by such shareholder. For purposes of this Agreement:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Siebel Systems Inc), Escrow Agreement (Siebel Systems Inc)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, Each Share issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock Shares owned by IHKAsahi Kasei, Merger Sub Purchaser, ZOLL, or any direct or indirect subsidiary of their Subsidiaries Asahi Kasei or ZOLL or held in the treasury of the Companyby shareholders who properly exercise appraisal rights, all of which shall be canceled and cease to existif any, without consideration being payable therefore (the "Excluded Shares"), shallavailable under Massachusetts law) will, by virtue of the Merger andand without any action on the part of Asahi Kasei, except as provided Purchaser, ZOLL or the holder of such Share, be cancelled and converted at the Effective Time into the right to receive from Purchaser the Merger Consideration, payable to such holder upon surrender of the certificate formerly representing such Shares, without interest and less any required withholding taxes. The Offer Price, the Merger Consideration and any other amounts payable under the Merger Agreement shall be adjusted appropriately to reflect any change in Section 2.11the outstanding shares of capital stock of ZOLL, including by reason of the effect of reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of Shares, or any stock dividend or other like change with respect to the Shares occurring prior to the Effective Time. At the Effective Time, each Share owned by Asahi Kasei, Purchaser, ZOLL, or any direct or indirect wholly-owned subsidiary of Asahi Kasei or ZOLL will be automatically canceled, and no payment or distribution will be made with respect to such Shares. At the Effective Time, each share of Purchaser’s common stock issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted intointo one share of common stock, exchanged for par value $0.01 per share, of the surviving corporation and represent shall constitute the only outstanding shares of capital stock of the surviving corporation. To the extent appraisal rights are available under the MBCA, the Shares of shareholders who properly exercise such appraisal rights, if any, shall not be converted into the right to receive (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Merger Consideration, but rather the "Merger Consideration")); provided, however, that, in any event, if between the date holders of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration such Shares shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash entitled to be paid in lieu cash the fair value of fractional shares their Shares in accordance with, and subject to complying with the requirements of, Part 13 of IHK Common Stock and associated fractional rights ("IHK Purchase the MBCA. See Section 15—“Certain Legal Matters—Appraisal Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.”
Appears in 1 contract
Samples: Asahi Kasei Corp
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein by virtue of the Merger and subject to Section 2.06(b)without any action on the part of the Purchaser, the Company, Merger Sub or any holder of Common Shares, each share of Company Common Stock, Share issued and outstanding immediately prior to the Effective Time Time, including any shares of restricted stock issued pursuant to the Stock Plans (other than (1) any Common Shares held (i) by Purchaser (the shares of Company Common Stock owned by IHK, Merger Sub “Purchaser Shares”) or any of their Subsidiaries or held (ii) in the treasury of the Company or by any wholly-owned Subsidiary of the Company, all (2) any Common Shares held by LFSRI II Assisted Living LLC (“LFSRI Shares”) as a result of which the exercise of that certain warrant to purchase Common Shares dated April 24, 2000 (the “LFSRI Warrant”), and (3) Dissenting Shares (as defined below)), shall be canceled cancelled and cease retired and shall be converted into the right to existreceive pursuant to Section 1.3 $3.90 in cash per share, without consideration being payable therefore interest thereon (the "Excluded Shares"“Merger Consideration”), shallpayable to the holder thereof upon surrender of the certificate formerly representing such Common Share or any replacement certificates representing such Common Shares as may be obtained from the transfer agent of the Company. At the Effective Time, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the Purchaser, the Company, Merger Sub or any holder thereofof Common Shares, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) all of the Stock Consideration (as defined below) LFSRI Shares and Common Shares held in the treasury of the Company or by any wholly-owned Subsidiary of the Company shall be cancelled and retired and no payment shall be made with respect thereto, (ii) cash in an amount equal to all of the Offer Price ("Cash Consideration" Dissenting Shares shall be cancelled and retired and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date so long as such holders of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance Dissenting Shares comply with the provisions of Section 2.11262 of the DGCL, only the applicable Merger Consideration and any cash Dissenting Shares shall be converted into the right to receive such consideration as may be determined to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") due with respect to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled Dissenting Shares pursuant to Section 2.10(e262 of the DGCL, and (iii) (without interest thereon). The holders all of such certificates previously evidencing such shares of Company Common Stock the Purchaser Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such collectively represent at and after the Effective Time 1,000 shares of Company Common Stock except as otherwise provided herein or by law. IHK common stock, par value $.01 per share, of the Surviving Corporation and no payment of Merger Consideration shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 be made in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Companyrespect of any Purchaser Share.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Arv Assisted Living Inc)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each Each share of Company Common Stock, Stock issued and outstanding immediately prior to the Effective Time whether or not subject to transfer restrictions or rights of the Company to reacquire such shares (other than the (i) shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury Company’s treasury, and (ii) shares of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), Company Common Stock held by Parent or Merger Sub) shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and extinguished and be converted into, exchanged for and represent into the right to receive receive, pursuant to Section 1.6, 0.185 (without interest)the "Exchange Ratio") validly issued, subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" andfully paid and nonassessable shares of Parent Common Stock, together with the cash in lieu of fractional shares of Parent Common Stock Consideration(collectively, the "Merger Consideration"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and will automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any dividend or other distributions to which such Shareholder is entitled pursuant to Section 1.6(a); provided, however, that, in any eventeach case to be issued or paid as consideration for the surrender of such certificate in accordance with Section 1.6, without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of IHK Parent Common Stock or Company Common Stock shall will have been changed into a different number of shares or a different class class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination or combination, exchange of sharesshares or similar transaction, the Cash Consideration and the Stock Consideration shall Exchange Ratio will be correspondingly appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or combination, exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Companysimilar transaction.
Appears in 1 contract
Conversion of Shares. (a) At Subject to Sections 1.11(c) and 1.12, at the Effective Time, except as otherwise provided herein by virtue of the Merger and subject to Section 2.06(b)without any further action on the part of Parent, each Merger Sub, the Company or any shareholder of the Company: (i) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, including without limitation any shares of Company Common Stock issued upon conversion of shares of Company Preferred Stock effective on or before the Closing, will by virtue of the Merger and at the Effective Time, and without any further action on the part of any holder thereof, be converted into a number of shares of validly issued, fully paid and nonassessable Parent Common Stock, equal to the Applicable Fraction at the Effective Time. (ii) Each share (if any) of Series A Preferred Stock that has not been converted and thus is still issued and outstanding immediately prior to the Effective Time will by virtue of the Merger and at the Effective Time, and without any further action on the part of any holder thereof, be converted into a number of shares of validly issued, fully paid and nonassessable Parent Common Stock, equal to the Applicable Series A Fraction, as defined below. (other iii) Each share (if any) of Series B Preferred Stock that has not been converted and thus is still issued and outstanding immediately prior to the Effective Time will by virtue of the Merger and at the Effective Time, and without any further action on the part of any holder thereof, be converted into a number of shares of validly issued, fully paid and nonassessable Parent Common Stock, equal to the Applicable Series B Fraction, as defined below. (iv) Each share (if any) of Series C Preferred Stock that has not been converted and thus is still issued and outstanding immediately prior to the Effective Time will by virtue of the Merger and at the Effective Time, and without any further action on the part of any holder thereof, be converted into a number of shares of validly issued, fully paid and nonassessable Parent Common Stock, equal to the Applicable Series C Fraction, as defined below. (v) Each share (if any) of Series D Preferred Stock that has not been converted and thus is still issued and outstanding immediately prior to the Effective Time will by virtue of the Merger and at the Effective Time, and without any further action on the part of any holder thereof, be converted into a number of shares of validly issued, fully paid and nonassessable Parent Common Stock, equal to the Applicable Series D Fraction, as defined below. (vi) Each share (if any) of Series E Preferred Stock that has not been converted and thus is still issued and outstanding immediately prior to the Effective Time will by virtue of the Merger and at the Effective Time, and without any further action on the part of any holder thereof, be converted into a number of shares of validly issued, fully paid and nonassessable Parent Common Stock, equal to the Applicable Series E Fraction, as defined below. 2 9 (vii) each share of the common stock (with no par value) of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation. (b) For purposes of this Agreement: (i) The "Aggregate Shares of Parent Common Stock Issued For Company Preferred Stock" shall be the number of shares of Parent Common Stock issued pursuant to Sections 1.5(a)(ii), (iii), (iv), (v) and (vi) above. (ii) The "Aggregate Shares of Parent Common Stock to be Issued" shall be 3,418,496 shares of Parent Common Stock; provided, however, that if the "Designated Parent Stock Price" is less than $8.50, the number of shares of Parent Common Stock in the "Aggregate Shares of Parent Common Stock to be Issued" shall be calculated by adding to the 3,418,496 shares of Parent Common Stock the product of multiplying (x) a fraction, the numerator of which is the difference between $8.50 and such Designated Parent Stock Price and the denominator of which is such Designated Parent Stock Price by (y) 1,709,248 (ii); and provided, further, that if the Designated Parent Stock Price is greater than $13.73, the number of shares of Parent Common Stock in the "Aggregate Shares of Parent Common Stock to be Issued" shall be calculated by subtracting from the 3,418,496 shares of Parent Common Stock the product of multiplying (x) a fraction, the numerator of which is the difference between such Designated Parent Stock Price and $13.73 and the denominator of which is such Designated Parent Stock Price by (y) 1,709,248. (iii) The "Applicable Fraction" shall be the fraction: (a) having a numerator equal to the amount by which the Aggregate Shares of Parent Common Stock to be Issued exceeds the Aggregate Shares of Parent Common Stock Issued for Company Preferred Stock; and (b) having a denominator equal to the amount determined by the sum of (i) the number of shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled issued and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject outstanding immediately prior to the proration procedures described belowEffective Time, either (i) the Stock Consideration (as defined below) or plus (ii) cash the Vested Option Shares. (iv) The "Applicable Series A Fraction" shall be the fraction determined by dividing (a) the "Series A Liquidation Preference Per Share" for the share of Series A Preferred Stock in an amount equal to question by (b) the Offer Price "Designated Parent Stock Price." (v) The "Applicable Series B Fraction" shall be the fraction determined by dividing (a) the "Series B Liquidation Preference Per Share" for the share of Series B Preferred Stock in question by (b) the "Designated Parent Stock Price." (vi) The "Applicable Series C Fraction" shall be the fraction determined by dividing (a) the "Series C Liquidation Preference Per Share" for the share of Series C Preferred Stock in question by (b) the "Designated Parent Stock Price." (vii) The "Applicable Series D Fraction" shall be the fraction determined by dividing (a) the "Series D Liquidation Preference Per Share" for the share of Series D Preferred Stock in question by (b) the "Designated Parent Stock Price." (viii) The "Applicable Series E Fraction" shall be the fraction determined by dividing (a) the "Series E Liquidation Preference Per Share" for the share of Series E Preferred Stock in question by (b) the "Designated Parent Stock Price." (ix) The "Designated Parent Stock Price" shall be the average of the closing sale prices of a share of Parent Common Stock as reported on The Nasdaq National Market System for each of the ten consecutive trading days ending on the third trading date preceding the Closing Date. (x) The "Series A Liquidation Preference" shall be the aggregate dollar Series A Liquidation Preference of all shares of Series A Preferred Stock in accordance with Article IV, paragraph 2 of the Company Articles ("Cash Consideration" andArt. IV, together with the para. 2") of any shares of Series A Preferred Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and that are still outstanding at the Effective Time (after the outstanding shares conversion of IHK Common Series A Preferred Stock or into Company Common Stock has 3 10 occurred). The "Series A Liquidation Preference Per Share" shall have been changed be the amount of such Series A Liquidation Preference applicable to a particular share of such still outstanding Series A Preferred Stock. (xi) The "Series B Liquidation Preference" shall be the aggregate dollar Series B Liquidation Preference of all shares of Series B Preferred Stock of the Company in accordance with Art. IV, para. 2 of any shares of Series B Preferred Stock that are still outstanding at the Effective Time (after the conversion of Series B Preferred Stock into Company Common Stock has occurred). The "Series B Liquidation Preference Per Share" shall be the amount of such Series B Liquidation Preference applicable to a particular share of still outstanding Series B Preferred Stock. (xii) The "Series C Liquidation Preference" shall be the aggregate dollar Series C Liquidation Preference of all shares of Series C Preferred Stock of the Company in accordance with Art. IV, para. 2 of any shares of Series C Preferred Stock that are still outstanding at the Effective Time (after the conversion of Series C Preferred Stock into Company Common Stock has occurred). The "Series C Liquidation Preference Per Share" shall be the amount of such Series C Liquidation Preference applicable to a particular share of still outstanding Series C Preferred Stock. (xiii) The "Series D Liquidation Preference" shall be the aggregate dollar Series D Liquidation Preference of all shares of Series D Preferred Stock of the Company in accordance with Art. IV, para. 2 of any shares of Series D Preferred Stock that are still outstanding at the Effective Time (after the conversion of Series D Preferred Stock into Company Common Stock has occurred). The "Series D Liquidation Preference Per Share" shall be the amount of such Series D Liquidation Preference applicable to a particular share of still outstanding Series D Preferred Stock. (xiv) The "Series E Liquidation Preference" shall be the aggregate dollar Series E Liquidation Preference of all shares of Series E Preferred Stock of the Company in accordance with Art. IV, para. 2 of any shares of Series E Preferred Stock that are still outstanding at the Effective Time (after the conversion of Series E Preferred Stock into Company Common Stock has occurred). The Series E Liquidation Preference Per Share" shall be the amount of such Series E Liquidation Preference applicable to a particular share of still outstanding Series E Preferred Stock. (c) If, prior to the Effective Time, Parent recapitalizes through a subdivision of its outstanding shares into a greater number of shares, or a combination of its outstanding shares into a lesser number of shares, or reorganizes, reclassifies or otherwise changes its outstanding shares into the same or a different number of shares of other classes, or declares a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All dividend on its outstanding shares payable in shares of Company Common Stock so converted its capital stock or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional securities convertible into shares of IHK Common Stock and associated fractional rights its capital stock, then the numerator of the Applicable Fraction will be adjusted appropriately. ("IHK Purchase Rights"d) to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such If any shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease are unvested or are subject to have a repurchase option, risk of forfeiture or other condition under any rights applicable restricted stock purchase agreement or other agreement with respect to the Company, then the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior will also be unvested and subject to the Closing Date same repurchase option, risk of forfeiture or other condition, and shall furnish a copy thereof to the Company.certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. 1.6
Appears in 1 contract
Samples: Shareholder Agreement (Caere Corp)
Conversion of Shares. (a) At the Effective Time, except Except as otherwise provided herein and subject to Section 2.06(b), each share of Common Stock, par value $.001 per share, of the Company ("Company Common Stock, ") issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHKthe Parent, Merger the Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled cancelled and cease to exist, without consideration being payable therefore and Dissenting Shares (the "Excluded Shares"as defined in Section 2.13), ) shall, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereofMerger, be converted into, exchanged for and represent the right to receive (without interest), subject to the election and proration procedures described below, either (i) $10.00 in cash (the Stock Consideration (as defined below"Cash Election Amount") or (ii) cash in an amount equal to 0.2469 (the Offer Price "Exchange Ratio") of a share of common stock, par value $.01 per share, of the Parent (the "Cash Consideration" and, together with Parent Common Stock") (the "Stock Consideration"), in accordance with Section 2.13 (collectively, the "Merger Consideration")); provided, however, that, . (b) Notwithstanding anything in any event, if between the date of this Agreement and to the Effective Time contrary, the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so (the "Cash Election Number") to be converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent into the right to receive, upon receive the surrender Cash Election Amount in the Merger shall be equal to 10% of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration issued and any cash to be paid in lieu of fractional outstanding shares of IHK GranCare Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant immediately prior to the Rights Agreement, dated Effective Time. (c) In the event that the aggregate number of shares in respect of which Cash Elections (as of September 14, 1989, as amended defined in Section 2.13(a)) have been made (the "IHK Rights AgreementCash Election Shares")) exceeds the Cash Election Number, between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares each share of Company Common Stock in respect of which a Cash Election has not been made shall be converted into the right to receive the Stock Consideration, and each of the Cash Election Shares shall be converted into the right to receive the Stock Consideration or the Cash Election Amount in the following manner: (i) A proration factor (the "Proration Factor") shall be determined by dividing the Cash Election Number by the total number of Cash Election Shares. (ii) The number of Cash Election Shares as to which each stockholder who made a Cash Election shall be converted into the right to receive the Cash Election Amount (on a consistent basis among stockholders who made a Cash Election pro rata to the number of shares as to which they made such elections) shall be equal to the product of the Proration Factor multiplied by the total number of Cash Election Shares beneficially owned by such stockholder. (iii) Subject to Section 2.11(e), each Cash Election Share other than those shares that shall receive the Cash Election Amount in accordance with Section 2.06(c)(ii), shall be converted into the right to receive the Stock Consideration. (d) Subject to Section 2.11(e), if the number of Cash Election Shares is less than the Cash Election Number, then: (i) Each Cash Election Share shall be converted into the right to receive the Cash Election Amount; and (ii) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time other than Cash Election Shares (the "Eligible Shares"), shall cease be converted into the right to have any rights with respect to such shares of Company Common receive the Cash Election Amount or the Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth Consideration in the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.following manner: II-3
Appears in 1 contract
Samples: And Restated Agreement and Plan of Merger (New Grancare Inc)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b)each of the outstanding shares of common stock, each share $0.01 par value per share, of Company Colombo (“Colombo Common Stock, issued and outstanding immediately prior to the Effective Time ”) (excluding shares of Colombo Common Stock held by Colombo (other than the shares of Company Common Stock owned in a fiduciary capacity) or by IHK, Merger Sub FVCB or any of their Subsidiaries or held FVCbank (other than in the treasury of the Company, all of which shall be canceled a fiduciary capacity) and cease to exist, without consideration being payable therefore Dissenting Shares (the "Excluded Shares"as hereinafter defined)), shallshall automatically, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereoffurther action, be converted into, exchanged cancelled, and exchangeable for and represent the right to receive (without interest), subject to the proration procedures described below, either a combination of: (i) the number of shares, rounded to six decimal places (the “Conversion Ratio”), of FVCB common stock $0.01 par value per share (the “FVCB Common Stock”), determined by dividing $0.043492 by the average of the closing price per share of FVCB Common Stock Consideration for the five trading days ending on and including the second trading day immediately prior to the Closing Date (the “Price Determination Period”) as defined belowreported on the OTCQX market, or if the FVCB Common Stock is listed for trading on the Nasdaq Stock Market LLC (“Nasdaq”) or on Nasdaq (the “Average Closing Price”) (the “Stock Consideration”), and (ii) cash in an amount equal to $0.053157 per share of Colombo Common Stock (the Offer Price ("“Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")”); provided, however, thatthat any beneficial owner of Colombo Common Stock that would be entitled to receive fewer than 100 shares of FVCB Common Stock (“Odd Lot Holders”), shall, subject to the procedures hereinafter provided, be entitled to elect to receive only cash in exchange for such beneficial owner’s Colombo Common Stock, in any event, if between the date an amount equal to $0.096649 per share of this Agreement and the Effective Time the outstanding shares of IHK Colombo Common Stock or Company Common (the “All Cash Consideration”). The Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesConsideration, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividendAll Cash Consideration, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance together with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"provided in Section 2.1(b), between IHK are referred to herein collectively as the “Merger Consideration.” For purposes of illustration only, set forth below is the Merger Consideration issuable on a per share basis and The Bank in the aggregate, at a range of New YorkAverage Closing Prices, as rights agent, and assuming no elections to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon)receive All Cash Consideration are made. The holders actual value of such certificates previously evidencing such the Merger Consideration on a per share and an aggregate basis, and the number of shares issued, is subject to fluctuation based on the Average Closing Price, the number of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights eligible shares with respect which an All Cash Election is made, and the effects of rounding. Nothing contained in the following table shall be deemed, construed or interpreted to such shares ensure a Conversion Ratio within the range set forth below. Average Closing Price Exchange Ratio Per Colombo Share Value of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.Consideration Per Colombo Share Value of Cash Consideration Aggregate Value Stock Consideration Aggregate Value Cash Consideration Aggregate Transaction Value Aggregate FVCB Shares Issued (Assuming no All Cash Elections) $ 17.00 0.002558 0.043486 0.053157 $ 14,969,972 $ 18,299,195 $ 33,269,168 $ 880,587 $ 17.27 0.002518 0.043486 0.053157 $ 14,969,924 $ 18,299,195 $ 33,269,119 $ 866,817 $ 17.50 0.002485 0.043488 0.053157 $ 14,970,489 $ 18,299,195 $ 33,269,684 $ 855,456 $ 18.00 0.002416 0.043488 0.053157 $ 14,970,661 $ 18,299,195 $ 33,269,856 $ 831,703 $ 18.50 0.002351 0.043494 0.053157 $ 14,972,554 $ 18,299,195 $ 33,271,749 $ 809,327 $ 19.00 0.002289 0.043491 0.053157 $ 14,971,693 $ 18,299,195 $ 33,270,889 $ 787,984 $ 20.00 0.002175 0.043492 0.053157 $ 14,972,038 $ 18,299,195 $ 33,271,233 $ 748,602
Appears in 1 contract
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares subject to Section 2.6(b) and any Dissenting Shares) and any Shares issuable upon exercise of any option, conversion or other right to acquire Shares existing immediately prior to the shares of Company Common Stock owned by IHKEffective Time (collectively, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded SharesRights"), shall) will, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, be canceled and extinguished and be converted into, exchanged for and represent into the right to receive (without interest)i) in the case of Shares, subject the Per Share Amount, or such higher per Share amount as is paid in the Offer, in cash payable to the proration procedures described belowholder thereof, either without interest (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, howeveror (ii) in the case of Rights, thatthe excess, if any, of the Per Share Amount (or such higher per Share amount as is paid in the Offer) over the per Share exercise price thereof, in each case prorated for fractional shares, in accordance with Section 2.7. All such Shares, when so converted, will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of a certificate formerly representing any eventsuch Share will cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.7. Any payment made pursuant to this Section 2.6(a) and Section 2.7 will be made net of applicable withholding taxes to the extent such withholding is required by Law. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock Shares shall have been changed into a different number of shares or a different class class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, and such action is in compliance with Section 5.1, the Cash Merger Consideration and the Stock Consideration shall will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.
Appears in 1 contract
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, Each Share issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall Shares to be canceled pursuant to Section 2.6(b) and cease any Dissenting Shares) and any Shares issuable upon exercise of any option, conversion or other right to existacquire Shares existing immediately prior to the Effective Time (collectively, without consideration being payable therefore (the "Excluded SharesRIGHTS"), shall) will, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, be canceled and extinguished and be converted into, exchanged for and represent into the right to receive the Per Share Amount, or such higher per Share amount as is paid in the Offer, in cash payable to the holder thereof, without interest (without interestthe "MERGER CONSIDERATION"), subject prorated for fractional shares, in accordance with Section 2.7. All such Shares, when so converted, will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of a certificate formerly representing any such Share will cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.7. Any payment made pursuant to this Section 2.6(a) and Section 2.7 will be made net of applicable withholding taxes to the proration procedures described below, either (i) extent such withholding is required by Law. Notwithstanding the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any eventforegoing, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock Shares shall have been changed into a different number of shares or a different class class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Merger Consideration and the Stock Consideration shall will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.
Appears in 1 contract
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, Each Share issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall Shares to be canceled pursuant to Section 2.6(b) and cease any Dissenting Shares) and any Shares issuable upon exercise of any option, conversion or other right to existacquire Shares existing immediately prior to the Effective Time (collectively, without consideration being payable therefore (the "Excluded SharesRights"), shall) will, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, be canceled and extinguished and be converted into, exchanged for and represent into the right to receive (without interest)the Per Share Amount, subject or such higher per Share amount as is paid in the Offer, in cash payable to the proration procedures described belowholder thereof, either without interest (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, thatprorated for fractional shares, in accordance with Section 2.7. All such Shares, when so converted, will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of a certificate formerly representing any eventsuch Share will cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.7. Any payment made pursuant to this Section 2.6(a) and Section 2.7 will be made net of applicable withholding taxes to the extent such withholding is required by Law. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock Shares shall have been changed into a different number of shares or a different class class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Merger Consideration and the Stock Consideration shall will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Geophysics Co)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stockcommon stock, without par value, of Rxxxxxxx (each, a "Share” and, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shallwill, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of Merger Sub, Rxxxxxxx or the holder thereof, be converted into, exchanged for and represent into the right to receive (without interest), subject to the proration procedures described below, either following (i) the Stock Consideration amount of cash obtained by dividing (A) $60,000,000, subject to adjustment as defined belowset forth in this Article I, by (B) or the number of Shares outstanding immediately prior to the Effective Time (the “Cash Consideration”), plus (ii) cash in an amount that number of shares of common stock, par value $0.01 per share, of Lxxxx (“Lxxxx Common Stock”) equal to (A) 2,222,222 divided by (B) the Offer Price number of Shares outstanding immediately prior to the Effective Time ("Cash the “Share Consideration" ” and, together collectively with the Stock Cash Consideration, the "“Merger Consideration"”)); provided. As of the Effective Time, howeverall Shares will no longer be outstanding and will automatically be cancelled and will cease to exist, thatand each holder of a certificate representing any Shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 1.9 upon the surrender of such certificate in any eventaccordance with Section 1.10, if without interest. Unless the context otherwise requires, each reference in this Agreement to shares of Lxxxx Common Stock includes the associated preferred stock purchase rights (each, a “Lxxxx Right” and, collectively, the “Lxxxx Rights”) pursuant to the Rights Agreement dated October 12, 1998, between Lxxxx and National City Bank, as rights agent. Notwithstanding the foregoing, if, between the date of this Agreement and the Effective Time Time, the number of outstanding shares of IHK Lxxxx Common Stock or Company Common Stock shall have been changed the Shares change into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesshares then, the Cash amount of Merger Consideration and the Stock Consideration shall per Share will be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Layne Christensen Co)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company common stock, par value $0.00001 per share, of MiNT ("MiNT Common Stock"), issued and outstanding immediately prior to the Effective Time (the "MiNT Stock"), other than (i) MiNT Stock held by MiNT or its subsidiaries and (ii) MiNT Stock held by the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares")its subsidiaries, shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of MiNT or the Company or any holder thereof, be converted into, exchanged for and represent into the right to receive one (without interest)1) share of common stock, subject [$0.00001] par value per share, of the Company (the "Company Stock") (referred to herein as the proration procedures described below, either (i) the "Exchange Ratio," and all such shares of Company Stock Consideration (as defined below) or (ii) cash in an amount equal issued pursuant to the Offer Price ("Cash Consideration" andthis Section 2.1, together with the Stock Considerationany cash in lieu of fractional shares to be paid pursuant to Section 2.5, being referred to herein as the "Merger Consideration")); provided. As a result of the Merger, however, that, in any event, if between immediately after the date Closing the stockholders of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time Closing shall cease to have any rights with respect to such shares own, in the aggregate, 4.713% of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail issued and outstanding voting common stock of the Surviving Corporation and the stockholders of MiNT immediately prior to the Closing Date shall own, in the aggregate, 95.287% of the issued and shall furnish a copy thereof outstanding voting common stock of the Surviving Corporation, in each case assuming that (i) all outstanding options and warrants of MiNT and the Company have been exercised and (ii) the Offering has been completed and the shares of Series A Preferred Stock contemplated thereby have been issued and have been converted into common stock of the Surviving Corporation at the conversion ratio provided in the Certificates of Designations (without regard to the Companyany anti-dilution adjustments).
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Regal Acquisitions Inc/Ny)
Conversion of Shares. (a) At As of the Effective Time, except as otherwise provided herein by virtue of the Merger and subject to Section 2.06(b)without any action on the part of any holder of any shares of capital stock of the Company, Holdings, Sporting or Acquisition: (a) Each share of Common Stock, par value $.01 per share, of the Company ("Company Voting Stock") and each share of Class A Common Stock, par value $.01 per share, of the Company ("Company Non-Voting Stock" and together with the Company Voting Stock, the "Company Common Stock, ") issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, be converted into, exchanged for and shall thereafter represent only, the right to receive the Conversion Number (without interestas herein defined) of duly issued, validly authorized, fully paid and nonassessable shares of Common Stock, par value $.01 per share, of Holdings ("Holdings Common Stock"). For purposes hereof, subject to the proration procedures described below, either (i) the Stock "Conversion Number" shall mean Holdings' Share Consideration (as defined below) divided by the Company's "Equivalent Shares Outstanding." "Equivalent Shares Outstanding" shall mean the number of shares of common stock (of any class) of Holdings or the Company, as the case may be, outstanding, including the number of shares of common stock (of any class) outstanding pursuant to any restricted stock plan, plus the number of Equivalent Option Shares of Holdings or the Company, as applicable. "Equivalent Option Shares" shall be the quotient of (a) the result of (i) the product of (x) the number of shares of common stock purchasable upon exercise of outstanding options (whether or not vested) with exercise prices less than the applicable Closing Price of Holdings or the Company, as the case may be, multiplied by (y) the applicable Closing Price minus (ii) cash the sum of the exercise prices of all such options included in an amount equal to clause (i) divided by (b) the Offer Closing Price (of Holdings or the Company, as applicable. The "Cash ConsiderationClosing Price" and, together with of the Company shall be the weighted average of the closing prices of the Company Voting Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time Company Non-Voting Stock each as reported on the outstanding shares Nasdaq National Market. The "Closing Price" of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration Holdings shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange the quotient of shares. All shares (a) the product of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or 2.636364 multiplied by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to Price of the Company multiplied by the Company.'s Equivalent Shares Outstanding divided by (b)
Appears in 1 contract
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue As a result of the Merger and, except as provided in Section 2.11, and without any action on the part of Owners, as the holder thereofholders of all of the issued and outstanding shares of capital stock of GFI (collectively, the "SHARES"), all of the Shares and all rights in respect thereof shall (subject to ABEV's and Subsidiary's rights to indemnification as provided in Section 13 hereof) be converted into, exchanged for and represent converted into an aggregate of Five Hundred Seventy Three Thousand Eight Hundred Ten (573,810) shares of ABEV's common stock (the "ABEV STOCK"), Subsidiary's promissory note (the "NOTE") in the principal amount of $200,000 in the form of SCHEDULE A, attached hereto, and cash (the "CASH") in the amount of SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00) plus interest thereon at the rate of seven per cent (7%) per annum accrued from October 1, 1996 to the Closing Date plus a reimbursement (the "REIMBURSEMENT") of all funds incurred by GFI in connection with work done with respect to GFI's cooking line, which expenses shall first be approved by ABEV, payable as set forth below. The ABEV Stock, the Cash and the Reimbursement is hereinafter sometimes referred to together as the "MERGER CONSIDERATION". Each share of ABEV Stock shall be fully paid and non-assessable. From and after the Closing, the certificates representing the Shares shall evidence ownership in ABEV and the right to receive (the Cash and the Reimbursement on the basis set forth in the foregoing paragraph, and the conversion shall be complete and effective at the Closing without interest), regard to the date on which the Shares are surrendered for exchange for certificates representing the ABEV Stock. The ABEV Stock will be subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash restrictions and conditions set forth in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement Section 121 hereof and the Effective Time certificates representing the outstanding shares of IHK Common Stock or Company Common ABEV Stock shall have been changed into contain a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted legend to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding restrictions and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Companyconditions.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Atlantic Beverage Co Inc)
Conversion of Shares. (a) At Subject to Section 1.8, at the Effective Time, except as otherwise provided herein by virtue of the Merger and without any further action on the part of Parent, Merger Sub or the Company: (i) subject to Section 2.06(b1.5(b) (and unless adjusted as provided in Section 9.1(h)) and except for shares described in subparagraph (iii) or (iv) below, each share of Company Common Stock, issued and Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive 1.366667 shares of Parent Common Stock; (other than ii) each share of Common Stock, $.01 par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of Common Stock of the Surviving Corporation; (iii) any shares of Company Common Stock owned then held by IHKthe Company or any other Acquired Corporation (as defined in Section 2.1(a)), or held in the Company's treasury, shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and (iv) any shares of Company Common Stock then held by Parent, Merger Sub or any other subsidiary of their Subsidiaries or held in the treasury of the Company, all of which Parent shall be canceled and retired and shall cease to exist, without and no consideration being payable therefore shall be delivered in exchange therefor. (b) The term "Exchange Ratio" shall mean the "Excluded Shares"number of shares of Parent Common Stock into which each share of Company Common Stock is to be converted in the Merger pursuant to Section 1.5(a)(i), shallas such fraction may be adjusted in accordance with this Section 1.5(b). If, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time Time, the outstanding shares of IHK Company Common Stock or Company Parent Common Stock shall have been then outstanding are changed into a different number or class of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalizationreorganization, stock split, combination reverse stock split or exchange of sharesother similar transaction, then the Cash Consideration and the Stock Consideration Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesappropriately adjusted. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing (c) If any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease are unvested or are subject to have a repurchase option, risk of forfeiture or other condition under any rights applicable restricted stock purchase agreement or other agreement with respect the Company, then (unless such condition terminates by virtue of the Merger pursuant to the express terms of such agreement) the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock except will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. (d) At the Effective Time, all rights with respect to Company Common Stock under Company Options that are then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Company Option in accordance with the terms (as otherwise provided herein in effect as of the date hereof) of the stock option plan or other agreement, as the case may be, under which it was issued and the stock option agreement, as the case may be, by lawwhich it is evidenced. IHK From and after the Effective Time, (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each Company Option shall prepare a statement setting forth be equal to the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail number of shares of Company Common Stock subject to such Company Option immediately prior to the Closing Date and shall furnish a copy thereof Effective Time multiplied by the Exchange Ratio, rounding down to the Company.nearest whole share (with cash, less the relevant fraction of the applicable exercise price, being payable upon exercise for any fraction of a share), (iii) the per share exercise price under each such Company Option 2
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Titan Corp)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein by virtue of the Merger and subject to Section 2.06(b)without any action on the part of Parent, Merger Sub or the Company or the holders of any securities of the Company or Merger Sub, each share of Company Common Stock, Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Stock) shall be automatically cancelled and extinguished and converted into the right to receive the Per Share Final Merger Consideration (a portion of which, the Per Share Closing Merger Consideration, shall be payable at the Closing to the holder thereof in accordance with Section 3.5), without interest, and the holders of certificates that, immediately prior to the Effective Time, represented such outstanding Company Common Stock (the “Certificated Shares”) and the holders of non-certificated shares of Company Common Stock owned held by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore book entry (the "Excluded “Uncertificated Shares"”), shallin each case, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto other than the right to receive, upon delivery of such Certificated Shares or Uncertificated Shares, as the case may be, in accordance with Section 3.5, the Per Share Final Merger Consideration (a portion of which, the Per Share Closing Merger Consideration, shall be payable at the Closing to the holder thereof in accordance with Section 3.5, with the amount in excess thereof to be paid thereafter in accordance with the terms hereof), without any interest thereon, for each such Certificated Share or Uncertificated Share, as applicable. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the Paying Agent, the Company or Parent, as applicable, shall pay to each Holder holding less than 1,000 shares of Company Common Stock, taking into account shares of Company Common Stock except such Holder would have the right to receive upon the settlement or exercise of Vested Company RSU Awards or Company Warrants, as otherwise provided herein or by law. IHK shall prepare a statement setting forth applicable, in lieu of (i) such Holder’s portion of the calculations required or otherwise contemplated by this Section 2.06 Closing Stock Merger Consideration, an amount in reasonable detail prior cash equal to the Closing Date Stock Merger Consideration such Holder would be entitled to receive multiplied by $13.35 and rounded down to the nearest xxxxx, and (ii) such Holder’s portion of the Closing Warrant Merger Consideration, an amount in cash equal to the Closing Warrant Merger Consideration such Holder would be entitled to receive multiplied by the lesser of (A) the value of each Parent Warrant as determined in good faith by the Board of Directors of the Company and (B) $15.50, rounded down to the nearest xxxxx. For the avoidance of doubt, with respect to each Holder receiving such cash payment in lieu of such Holder’s respective portion of the Closing Stock Merger Consideration and Closing Warrant Merger Consideration pursuant to this Section 3.1(a), such Holder shall not receive any shares of Parent Common Stock or Parent Warrants pursuant to the terms of this Agreement and the shares of Parent Common Stock and Parent Warrants that such Holder would have otherwise received in exchange for such Holder’s Company Common Stock (including upon the settlement or exercise of Vested Company RSU Awards or Company Warrants, as applicable) shall not be issued and shall furnish a copy thereof to have the Companyeffect of reducing the Closing Stock Merger Consideration and Closing Warrant Merger Consideration accordingly.
Appears in 1 contract
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of common stock of the Company Common Stock, (individually a "Share" and collectively the "Shares") issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or (i) Shares held in the Company's treasury or by any of the Company's subsidiaries and (ii) Shares held by Parent, all Acquisition or any other subsidiary of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), Parent) shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of Acquisition, the Company or the holder thereof, be converted intointo and shall become a number of fully paid and nonassessable shares of common stock, exchanged for and represent the right to receive par value $.01 per share, of Parent (without interest), subject "Parent Common Stock") equal to the proration procedures described below, either (i) the Stock Consideration Exchange Ratio (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided. Notwithstanding the foregoing, howeverif, that, in any event, if between the date of this Agreement and the Effective Time Time, the outstanding shares of IHK Parent Common Stock or Company Common Stock the Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, then the Cash Consideration and the Stock Consideration Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares (b) The "Exchange Ratio" shall be 0.43. (c) At the Effective Time, each outstanding share of the common stock of Acquisition shall be converted into one share of common stock of the Surviving Corporation. (d) At the Effective Time, each Share held in the treasury of the Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing Share held by Parent, Acquisition or any such shares shall thereafter represent subsidiary of Parent, Acquisition or the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or the holder thereof, be canceled, retired and cease to have any rights exist, and no shares of Parent Common Stock shall be delivered with respect to such shares of Company Common Stock except as otherwise provided herein or by lawthereto. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company1.9.
Appears in 1 contract
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(beach share of Common Stock, no par value, of the Company (the "Company Common Stock"), each share of Series A Preferred Stock, no par value, of the Company (the "Series A Preferred Stock"), and each share of Series B Preferred Stock, no par value, of the Company (the "Series B Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock" and together with the Common Stock, individually a "Share" and collectively the "Shares") issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned (i) Dissenting Shares (as defined hereinafter) and (ii) Shares held by IHKParent, Merger Sub Acquisition or any other subsidiary of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), Parent) shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of Parent, Acquisition, the Company or the holder thereof, be converted intointo and shall become a number of fully paid and nonassessable shares of common stock, exchanged for and represent par value $0.001 per share, of Parent ("Parent Common Stock") equal to (A) in the right to receive (without interest)case of a share of the Company Common Stock, subject to the proration procedures described below, either (i) the Stock Consideration Exchange Ratio (as defined belowhereinafter) or and (iiB) cash in an amount equal to the Offer Price case of a share of the Preferred Stock ("Cash Consideration" and, together with which shall be convertible immediately before the Stock ConsiderationEffective Time on a one-to-one conversion rate), the "Merger Consideration")); providednumber of shares of Company Common Stock into which the share of Preferred Stock is convertible immediately before the Effective Time multiplied by the Exchange Ratio. Notwithstanding the foregoing, howeverif, that, in any event, if between the date of this Agreement and the Effective Time Time, the outstanding shares of IHK Parent Common Stock or Company Common Stock the outstanding Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, shares then the Cash Consideration and the Stock Consideration Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.
Appears in 1 contract
Conversion of Shares. (a) At The Merger Agreement provides that at the Effective Time, except as otherwise provided herein and subject each outstanding Share will be converted into the right to Section 2.06(b)receive the Merger Consideration, each share of Company Common Stock, issued and outstanding immediately prior to the Effective Time (other than (a) Shares held by the shares of Company Common Stock owned by IHKParent, Merger Sub Purchaser or any wholly owned subsidiary of their Subsidiaries Parent or held Purchaser, or in the treasury of the Company, all or by any wholly owned subsidiary of the Company, which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically will be canceled and retired and shall will cease to existexist with no payment being made with respect thereto, and (b) Shares held by stockholders who exercise their statutory appraisal rights as described below. At the Effective Time, each certificate previously evidencing issued and outstanding share of capital stock of Purchaser will be converted into one validly issued, fully paid and nonassessable share of Common Stock, par value $.001 per share, of the Surviving Corporation. The Merger Agreement further provides that any such Shares outstanding immediately before the Effective Time and held by a stockholder who has not voted in favor of or consented to the Merger in writing and who complies with all the provisions of the DGCL concerning the right of holders of shares shall thereafter represent of capital stock to dissent from the Merger and require appraisal of their shares (a "Dissenting Stockholder") will not be converted into the right to receive, upon receive the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration as described above but instead will be converted, at the Effective Time, by virtue of the Merger and without any cash further action, into the right to receive any consideration that may be determined to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") due to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") the Dissenting Stockholder pursuant to the Rights AgreementDGCL; provided, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock that Shares outstanding immediately prior to before the Effective Time shall cease and held by a Dissenting Stockholder who, after the Effective Time, fails to have perfect or withdraws or loses the Dissenting Stockholder's right to appraisal, in either case pursuant to the DGCL, will be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without interest or dividends thereon. The Company 21 24 may not, without the prior written consent of the Parent, voluntarily make any rights payment with respect to, or settle or offer to such shares settle, any demands for appraisal of Company Common Stock except as otherwise provided herein or by lawShares. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.Stockholders
Appears in 1 contract
Samples: FMST Acquisition
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein by virtue of the Merger and subject to Section 2.06(b)without any action on the part of the Purchaser, the Company, Merger Sub or any holder of Common Shares, each share of Company Common Stock, Share issued and outstanding immediately prior to the Effective Time Time, including any shares of restricted stock issued pursuant to the Stock Plans (other than (1) any Common Shares held (i) by Purchaser (the shares of Company Common Stock owned by IHK, Merger Sub "Purchaser Shares") or any of their Subsidiaries or held (ii) in the treasury of the Company or by any wholly-owned Subsidiary of the Company, all (2) any Common Shares held by LFSRI II Assisted Living LLC ("LFSRI Shares") as a result of which shall be canceled and cease the exercise of that certain warrant to existpurchase Common Shares dated April 24, without consideration being payable therefore 2000 (the "Excluded SharesLFSRI Warrant"), shalland (3) Dissenting Shares (as defined below)), shall be cancelled and retired and shall be converted into the right to receive pursuant to Section 1.3 $3.90 in cash per share, without interest thereon (the "Merger Consideration"), payable to the holder thereof upon surrender of the certificate formerly representing such Common Share or any replacement certificates representing such Common Shares as may be obtained from the transfer agent of the Company. At the Effective Time, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the Purchaser, the Company, Merger Sub or any holder thereofof Common Shares, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) all of the Stock Consideration (as defined below) LFSRI Shares and Common Shares held in the treasury of the Company or by any wholly-owned Subsidiary of the Company shall be cancelled and retired and no payment shall be made with respect thereto, (ii) cash in an amount equal to all of the Offer Price ("Cash Consideration" Dissenting Shares shall be cancelled and retired and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date so long as such holders of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance Dissenting Shares comply with the provisions of Section 2.11262 of the DGCL, only the applicable Merger Consideration and any cash Dissenting Shares shall be converted into the right to receive such consideration as may be determined to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") due with respect to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled Dissenting Shares pursuant to Section 2.10(e262 of the DGCL, and (iii) (without interest thereon). The holders all of such certificates previously evidencing such shares of Company Common Stock the Purchaser Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such collectively represent at and after the Effective Time 1,000 shares of Company Common Stock except as otherwise provided herein or by law. IHK common stock, par value $.01 per share, of the Surviving Corporation and no payment of Merger Consideration shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 be made in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Companyrespect of any Purchaser Share.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each Each share of Company Common Stockcommon stock of the Company, par value $0.10 per share (each, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time Time, including all vested and unvested Restricted Shares (other than the shares of Company Common Stock Shares owned by IHKParent, Merger Sub or any Subsidiary of their Subsidiaries Parent or the Company or held in the treasury of the Company, all of which shall be canceled and cease to exist, without any consideration being payable therefore (the "Excluded exchanged therefor, and other than Dissenting Shares"), ) shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, be converted into, exchanged for and represent at the Effective Time into the right to receive (in cash an amount per Share equal to $90.00, without interest, upon the surrender of the certificate representing such Shares as provided in Section 2.02 (the Shares so converted and the Dissenting Shares are hereinafter referred to as the “Merger Shares”). In the event that the Effective Time shall not have occurred by February 29, subject 2008 (the “Adjustment Date”) the $90.00 cash amount per Share to be paid pursuant to the proration procedures described belowpreceding sentence shall be increased for each day after the Adjustment Date, either through and including the Closing Date, by adding thereto the excess (which shall not be less than zero) of (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to $0.01973 per day over (ii) any dividends or distributions (valued at the Offer Price Closing Date using 8% simple interest per annum from the applicable date of payment) declared, made or paid ("Cash Consideration" and, together with without duplication) on a Share from and after the Stock Consideration, Adjustment Date through and including the "Closing Date (the per Share amount to be paid pursuant to this Section 1.06 (rounding to the nearest cent) is referred to herein as the “Merger Consideration"”)); provided, however, that, in any event, if between the date of this Agreement and . At the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect all such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged Shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender holder of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time Shares shall cease to have any rights with respect thereto, except the right to such shares of Company Common Stock except receive the Merger Consideration as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Companyherein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, and without any further action on the part of the holder thereofParent, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock ConsiderationMerger Sub, the "Merger Consideration")); provided, however, that, in Company or any event, if between stockholder of the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of Company: any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted then held by the Company or exchanged any wholly owned Subsidiary of the Company (or held in the Company's treasury) (together with any associated Rights, as defined in Section 2.3) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent (together with any associated Rights) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; except as provided in clauses "(i)" and "(ii)" above and subject to Sections 1.5(b), 1.5(c) and 1.5(d), each certificate previously evidencing share of Company Common Stock then outstanding (together with any such shares associated Rights) shall thereafter represent be converted into the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth receive 0.649 of a share of Series A Junior Participating Preferred Parent Common Stock; and each share of the common stock, without no par value, of IHK Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation. The fraction of a share of Parent Common Stock specified in clause "("IHK Junior Preferred Stock"iii)" of the preceding sentence (as such fraction may be adjusted in accordance with Section 1.5(b)) pursuant is referred to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement")Exchange Ratio." If, between IHK the date of this Agreement and The Bank the Effective Time, the outstanding shares of New YorkCompany Common Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, as rights agentdivision or subdivision of shares, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon)stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately adjusted. The holders of such certificates previously evidencing such If any shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease are unvested or are subject to have a repurchase option, risk of forfeiture or other condition under any rights applicable restricted stock purchase agreement or other agreement with respect to the Company or under which the Company has any rights, then the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior will also be unvested and subject to the Closing Date same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. The Company shall furnish take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a copy thereof fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and upon surrender of such holder's Company Stock Certificate(s) (as defined in Section 1.6), be paid in cash the dollar amount (rounded to the Companynearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Parent Common Stock on the Nasdaq National Market on the date the Merger becomes effective.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Etec Systems Inc)
Conversion of Shares. Upon the latter of the issuance of a Certificate of Merger by the Secretary of State of the State of Delaware or the issuance of a Certificate of Merger by the Secretary of State of the State of Texas (a) At the "Effective TimeDate"), except as otherwise provided herein the issued and outstanding shares of common stock, no par value per share, of Tech (the "Tech Common Stock"), subject to Section 2.06(bthe fulfillment of the conditions precedent set forth under Article 6 herein, and the applicable statutory provisions with respect to appraisal rights, any applicable withholding requirements and adjustment as herein provided, shall be converted into and become, and there shall be paid and issued, in exchange for the Tech Common Stock an aggregate of 2,950,000 shares of Tanisys common stock, no par value per share (the "Tanisys Common Stock"), such that each share of Company Tech Common Stock outstanding on the Effective Date, not to exceed 2,950,000 shares of Tech Common Stock in the aggregate, is exchanged for one (1) share (the "Exchange Ratio") of Tanisys Common Stock, issued and outstanding immediately prior to the Effective Time (other than the with any excess shares of Company Tech Common Stock owned by IHKresulting in a reduction in the per-share Exchange Ratio. As used in this Agreement, "Merger Sub or any Consideration" shall mean the aggregate of their Subsidiaries or 2,950,000 shares of Tanisys Common Stock exchanged for Tech Common Stock in the Merger at the Exchange Ratio. Each share of Tech Common Stock held in the treasury of the Company, all Tech or by a wholly-owned subsidiary of which Tech shall be canceled cancelled as of the Effective Date and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue no portion of the Merger andConsideration shall be payable with respect thereto. The Merger Consideration shall be reduced by the amount otherwise payable or issuable to holders of Tech who exercise dissenters' rights, except as provided if any, in Section 2.11, without any action connection with the Merger based upon such shareholders' ownership of Tech Common Stock outstanding on the part of the holder thereof, Effective Date. The Exchange Ratio shall be converted into, exchanged for and represent the right to receive (without interest), subject to appropriate adjustment in the proration procedures described belowevent of a stock split, either (i) the Stock Consideration (as defined below) stock dividend or (ii) cash in an amount equal recapitalization subsequent to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding applicable to shares of IHK Tech Common Stock or Company Tanisys Common Stock shall have been changed into a different number held of shares record on or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to before the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the CompanyDate."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tanisys Technology Inc)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, issued and outstanding immediately prior to the Effective Time (other than the shares i) each outstanding share of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury common stock of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease be converted into the right to have any rights with respect receive, an amount in cash equal to: (A) $86,400,000, less, (B) the sum of: (1) the Bank Debt (as hereinafter defined); plus (2) the amount (including accrued dividends) required to such be paid by the Company and/or its Subsidiaries to redeem all of the Company's preferred stock and warrants and ASI's shares of preferred stock outstanding immediately prior to the Effective Time, which shall be paid by Buyer to Representative at the Closing (collectively, the "Redemption Amount"); plus (3) all principal and interest outstanding as of April 30, 1998, plus any increase in such indebtedness (including accrued interest) through the Effective Time in respect of the Seller Notes (as hereinafter defined), which shall be paid by Buyer at Closing; plus (4) all principal and interest outstanding as of April 30, 1998, plus any increase in such indebtedness (including accrued interest) through the Effective Time in respect of any indebtedness owing by the Company Common Stock except or any of the Subsidiaries to any Stockholder or any Affiliate thereof, which shall be paid by Buyer at the Closing (collectively, the "Stockholder Loan Amount"); plus (5) $1,834,156.40 which is the estimated amount of federal, state or other Taxes payable by the Company or any of its Subsidiaries for the period through December 31, 1997, arising out of or in connection with the spin-off or disposition of the West Coast North (as otherwise provided herein or by law. IHK shall prepare a statement setting forth defined below) capital stock to the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail West Coast Stockholders prior to the Closing Date and shall furnish a copy thereof (the "North Reduction Amount"); plus (6) the ASI Stock Purchase Consideration (as hereinafter defined) (the aggregate amount computed by subtracting (B) above from subsection (A) above being referred to herein as the "West Coast Merger Consideration"), divided by (C) the number of outstanding shares of common stock of the Company outstanding immediately prior to the CompanyEffective Time, and (ii) the shares of Acquisition Sub's common stock outstanding immediately prior to the Effective Time shall be converted into 1,000 outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Plan of Merger (Pentacon Inc)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein by virtue of the Merger and subject to Section 2.06(b)without any action on the part of the holders thereof, each share of the Common Stock, no par value per share, of the Company ("Company Common Stock, ") that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, upon surrender of the certificate (other than the "Certificate") formerly representing such share of Company Common Stock, (i) that number of shares of the Common Stock, $0.001 par value per share, of Verio ("Verio Common Stock") as equals the Common Stock Exchange Ratio and (ii) that amount of cash as equals the Per Share Cash Amount; provided, however, that each share of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or that is held in the treasury of the Company, all by any subsidiary of which the Company, by Verio or by any subsidiary of Verio immediately prior to the Effective Time shall not be so converted but shall be canceled and cease retired, and no consideration shall be delivered in exchange therefor. (b) As used herein, the following terms shall be defined as follows. (i) "Aggregate Transaction Value" shall be equal to existTwo Hundred Forty One Million Five Hundred Thirty Eight Thousand Three Hundred Fifteen dollars ($241,538,315) less all Excess Company Transaction Expenses. (ii) "Common Stock Exchange Ratio" shall be equal to the quotient of the Per Share Stock Amount divided by $16.00. (iii) "Company Capitalization Number" shall be equal to the number of shares of Company Common Stock issued and outstanding on the Closing Date, on a fully-diluted, as-converted-to-common basis, including without limitation (i) all shares of Company Common Stock then issued and outstanding, and (ii) all shares of Company Common Stock issuable upon the exercise of any options, warrants or other rights to purchase Company Common Stock then issued and outstanding (in each case whether or not vested). (iv) "Company Transaction Expenses" shall be all expenses that are incurred or paid by the Company, or which the Company may be legally obligated to pay or reimburse, in connection with or related to the Merger and the Transactions or the Company's proposed initial public offering, in each case 2 3 whether before or after Closing (other than amounts actually paid prior to June 30, 1998), including, without consideration being payable therefore limitation, (i) all legal, printing, investment banking and accounting fees, (ii) all payments that may be made in respect of noncompetition covenants or agreements (other than performance bonuses earned prior to the "Excluded Shares"date hereof), shalland (iii) all payments that may be made in respect of the termination of the employment agreements between the Company and each of the Company Specified Officers as required by Section 6.20 or that would constitute "parachute payments" within the meaning of Section 280G of the Code made to such Company Specified Officers. (v) "Excess Company Transaction Expenses" shall be equal to the sum of all Company Transaction Expenses in excess of $9.338 million. (vi) "Outstanding Shares Number" shall be equal to the number of shares of Company Common Stock issued and outstanding on the Closing Date. (vii) "Per Share Cash Amount" shall be equal to the quotient of $176 million divided by the Outstanding Shares Number. (viii) "Per Share Price" shall be equal to the quotient obtained when (i) the Aggregate Transaction Value plus proceeds that would be receivable upon exercise of Company Stock Options and warrants outstanding at July 28, 1998 or issued subsequent to such date and prior to the Closing Date, and in any such case which remain outstanding on, or are exercised prior to, the Closing Date, is divided by (ii) the Company Capitalization Number. (ix) "Per Share Stock Amount" shall be equal to the Per Share Price minus the Per Share Cash Amount. (c) At the Effective Time, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred the Common Stock, without no par valuevalue per share, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK Merger Sub that is issued and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares be converted into and continue as one share of Company the Common Stock except as otherwise provided herein or by lawof the Surviving Corporation. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.3.2
Appears in 1 contract
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject Subject to Section 2.06(b)2.1.6(g) below, each outstanding share of Acquired Company Common Stock, Stock issued and outstanding immediately prior to the Effective Time (other than shall, at the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shallEffective Time, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, be converted into, exchanged for and represent into the right to receive six tenths (without interest).6) of a share of Parent Stock, subject deliverable to the proration procedures described below, either (i) holder thereof without interest on the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration"))value thereof; provided, however, that, in if the average closing price per share (or if there is no sale on such date then the average between the closing bid and ask prices on any event, if between such day) for shares of Parent Stock during the fifteen (15) consecutive trading days ending on the third trading day prior to the date of the Special Meeting of stockholders of the Acquired Company held to approve the Merger as reported by Nasdaq (the "Market Value"), is less than $35.00 per share, then the Acquired Company shall have the right to terminate this Agreement and prior to Closing pursuant to Section 10.1.6. (b) Each share of Acquired Company Stock held in the treasury of the Acquired Company shall, at the Effective Time Time, by virtue of the outstanding shares Merger and without any action on the part of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividendthe holder thereof, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. (c) Subject to any applicable escheat laws, until surrendered and exchanged pursuant hereto, each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding that immediately prior to the Effective Time represented outstanding shares of Acquired Company Stock shall cease be deemed for all corporate purposes of Parent, subject, however, to the other provisions of this Section 2.1.6, to evidence the ownership of the number of whole shares of Parent Stock into which the shares of Acquired Company Stock represented thereby shall have been converted, together with the right to receive the amount of cash in lieu of fractional shares, if any, pursuant to subsections (a) and (d) of this Section 2.1.6. (The shares of Parent Stock, and any rights cash in lieu of fractions thereof, receivable by each Acquired Company stockholder as described in Section 2.1.6(a) above and 2.1.6(d) below, are referred to hereinafter as the "Merger Consideration.") No cash or stock dividend payable, no certificate representing split shares deliverable, and no other distribution payable or deliverable to holders of record of Parent Stock at any time subsequent to the Effective Time shall be paid or delivered to the holder of any certificate that at the Effective Time represented Acquired Company Stock unless and until such certificate is surrendered to the Exchange Agent. However, subject to any applicable escheat laws, upon such surrender, there shall be paid or delivered to the holder of record of the certificate or certificates for Parent Stock issued and exchanged therefor, the certificates for shares and/or other property resulting from any such dividends, splits, or other distributions, as the case may be, that shall have theretofore become payable or deliverable with respect to Parent Stock subsequent to the Effective Time. No interest shall be payable with respect to such payment or delivery of any dividends or other distributions upon the surrender of certificates that represented Acquired Company Stock at the Effective Time. (d) No certificates or scrip representing fractional shares of Parent Stock shall be issued upon surrender of certificates representing Acquired Company Common Stock except as otherwise provided herein converted pursuant hereto, and no dividend, stock split, or by law. IHK other distribution of Parent shall prepare a statement setting forth relate to any such fractional share interest, and no such fractional share interest shall entitle the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy owner thereof to the Company.vote or to 4
Appears in 1 contract
Samples: Exhibit 2 Agreement (Hbo & Co)
Conversion of Shares. (aA) At and as of the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), (i) each share of Company Common Stock, issued and outstanding immediately prior to the Effective Time Share (on an as-if converted basis) (other than the shares of Company Common Stock any Dissenting Share or Buyer-owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which Share) shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, be automatically converted into, exchanged for and represent into the right to receive (without interest), subject a number of Buyer Shares equal to the proration procedures described below, either Conversion Ratio (such amount referred to in this clause (i) the Stock Consideration (is referred to herein as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock (ii) each Dissenting Share shall have been changed -------------------- not be converted into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receivereceive the Merger Consideration set forth in clause (i) above, upon and instead, shall be converted into the surrender right to receive payment from the Surviving Corporation with respect thereto as provided by the California General Corporation Law, unless and until the holder of any such certificate share shall have failed to perfect or shall have effectively withdrawn or lost his right to appraisal and payment in accordance with the provisions of Section 2.11the California General Corporation Law, only in which case such share shall not be deemed a Dissenting Share and shall thereupon be deemed, as of the applicable Effective Time, to have been cancelled and extinguished and been converted into the right to receive Merger Consideration as set forth in clause (i) above, and (iii) each Buyer-owned Share shall automatically be cancelled and extinguished without any cash conversion thereof and no payment shall be made with respect thereto; provided, however, that the Merger Consideration shall be subject -------- ------- to equitable adjustment in the event of any stock split, stock dividend, reverse stock split, or other change in the number of Company Shares outstanding after the date hereof. No Company Share shall be deemed to be paid outstanding or to have any rights other than those set forth in lieu this(S) 2(d)(v) after the Effective Time. From and after the Effective Time, no shareholder of fractional shares the Company who has demanded appraisal rights shall be entitled to vote his or its Company Shares for any purpose or to receive payment of IHK Common Stock and associated fractional rights dividends or other distributions on his or its Company Shares ("IHK Purchase Rights") except dividends or other distributions payable to purchase one one-hundredth shareholders of record at a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately date prior to the Effective Time Time). No certificates representing fractional shares of Buyer Shares shall cease to have be issued upon the surrender for exchange of Certificates. Instead, there shall be issued one whole Buyer Share for any rights remaining fraction of a Buyer Share which otherwise would be issuable with respect to such a Certificate pursuant to application of this subsection. For purposes of carrying out the intent of the foregoing sentence, Buyer may aggregate the Certificates of each holder of Certificates so that fractional Buyer Shares due in exchange for multiple Certificates may be combined to yield a number of whole shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare thereof plus a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Companysingle fraction.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Therma Wave Inc)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein by virtue of the Merger and subject to Section 2.06(b)without any further action on the part of Parent, each share Purchaser, the Company or any other stockholder of Company Common Stock, issued and outstanding the Company: (i) any Shares held immediately prior to the Effective Time by any Acquired Company (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or including Shares held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (itreasury) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing no consideration shall be delivered in exchange therefor; (ii) any such shares Shares held immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent shall thereafter represent automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except for (A) the right Excluded Shares, (B) Dissenting Shares and (C) any Shares validly tendered and irrevocably accepted for purchase pursuant to receive, upon the surrender of such certificate Offer in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"2.1(f), between IHK each Share issued and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price in cash, without interest (the “Merger Consideration”), subject to any withholding of Taxes required by applicable Laws in accordance with Section 3.6(e); (iv) Reserved; (v) any Shares validly tendered and irrevocably accepted for purchase pursuant to the Offer in accordance with Section 2.1(f) shall automatically be canceled and retired and shall cease to have any rights with respect to such shares exist, and no consideration shall be delivered in exchange therefor; and (vi) each share of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail common stock, $0.001 par value per share, of Purchaser outstanding immediately prior to the Closing Effective Time shall be converted into one (1) share of common stock, $0.001 par value per share, of the Surviving Corporation. (b) If, between the Agreement Date and the Effective Time, the outstanding Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall furnish a copy thereof be appropriately adjusted, it being understood that nothing in this Section 3.5(b) shall be construed to permit the Company.Company to take any action that is otherwise prohibited by the terms of this Agreement. Section 3.6
Appears in 1 contract
Samples: Tender and Support Agreement (Biodelivery Sciences International Inc)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of common stock, par value $.10 per share, of the Company Common Stock, (individually a "Share" and collectively the "Shares") issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or (i) Shares held in the Company's treasury or by any of the Company's subsidiaries and (ii) Shares held by Parent, all Acquisition or any other subsidiary of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), Parent) shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of Acquisition, the Company or the holder thereof, be converted intointo and shall become a number of fully paid and nonassessable shares of common stock, exchanged for and represent the right to receive $1.00 par value per share, of Parent (without interest), subject "Parent Common Stock") equal to the proration procedures described below, either (i) the Stock Consideration Exchange Ratio (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration"). Unless the context otherwise requires (i) each reference in this Agreement to the Shares shall include the associated Company Rights (as such term is defined in Section 2.2(a) hereof) and (ii) each reference in this Agreement to shares of Parent Common Stock shall include the associated Parent Rights (as such term is defined in Section 3.2(a) hereof); provided. Notwithstanding the foregoing if, however, that, in any event, if between the date of this Agreement and the Effective Time Time, the outstanding shares of IHK Parent Common Stock or Company Common Stock the Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, shares then the Cash Consideration and exchange ratio contemplated by the Stock Consideration Merger shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares (b) The "Exchange Ratio" shall be a fraction, the numerator of Company which is 52 and the denominator of which is the average of the closing prices for Parent Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent as reported on the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common New York Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended Exchange (the "IHK Rights AgreementNYSE") Composite Transactions reporting system for the 30 business days prior to the effective date of the S-4 (as defined in Section 2.5); provided, between IHK however, that the Exchange Ratio shall not be greater than 0.6919 nor less than 0.5661. (c) At the Effective Time, each outstanding share of the common stock, par value $.01 per share, of Acquisition shall be converted into one share of common stock, par value $.10 per share, of the Surviving Corporation. (d) At the Effective Time, each Share held in the treasury of the Company and The Bank each Share held by Parent, Acquisition or any subsidiary of New YorkParent, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Acquisition or the Company Common Stock outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or the holder thereof, be canceled, retired and cease to have any rights exist and no shares of Parent Common Stock shall be delivered with respect to such shares of Company Common Stock except as otherwise provided herein or by lawthereto. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the CompanySECTION 1.9.
Appears in 1 contract
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), : (i) each share of Company Common Stock, issued and par value $0.01 per share, of Watsxx Sub outstanding immediately prior to at the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shallTime, by virtue of the Merger andand without any action on the part of the holders thereof, shall be converted into and exchanged for one share of Common Stock, par value $0.01 per share, of the Surviving Corporation; and A-1 2 (ii) each share of Common Stock, $0.005 par value per share, of the Company (the "Company Common Stock") outstanding at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, except as otherwise provided in Section 2.11Sections 1.4(c) and 1.4(e) hereof, shall be converted into the right to receive the number of shares of Watsxx Common Stock equal to the following: $7.25 divided by the Average Closing Price (as defined herein) (the "Exchange Ratio"). (b) As a result of the Merger and without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and at the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividendTime, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All all shares of Company Common Stock so converted or exchanged shall no longer cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender holder of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except for the right to receive, without interest, the consideration set forth in this Section 1.4 and cash for fractional shares of Watsxx Xxxmon Stock except in accordance with Section 1.6 of this Agreement upon the surrender of a certificate (each, a "Certificate") representing such shares of Company Common Stock in accordance with the provisions of this Article I. (c) Each share of Company Common Stock and each share of Series A, B, C, D or E Preferred Stock of the Company (collectively, the "Preferred Stock") held by the Company as otherwise provided herein treasury stock or owned by Watsxx xx any Subsidiary (as defined in Section 1.4(d) of this Agreement) of Watsxx xx the Effective Time shall be canceled, and no payment shall be made with respect thereto. (d) For purposes of this Agreement, (i) the term "Average Closing Price" shall mean the average of the per share last daily closing price of Watsxx Xxxmon Stock as quoted on the Nasdaq National Market ("Nasdaq") (and as reported by The Wall Street Journal or, if not reported thereby, by another authoritative source) during the ten (10) consecutive trading days ending on the trading day immediately preceding the Closing Date; provided, however, that (A) if the Average Closing Price is greater than $47, for purposes of this Agreement, the Average Closing Price shall be deemed to be equal to $47; and (B) if the Average Closing Price is less than $38, for purposes of this Agreement, the Average Closing Price shall be deemed to be equal to $38; (ii) the word "Subsidiary" when used with respect to any Person means any corporation or other organization, whether incorporated or unincorporated, of which (A) at least fifty percent (50%) of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by law. IHK any one or more of its Subsidiaries; or (B) such Person or any other Subsidiary of such Person is a general partner, it being understood that representations and warranties of a Person concerning any former Subsidiary of such Person shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior be deemed to relate only to the Closing Date periods during which such former Subsidiary was a Subsidiary of such Person; and shall furnish (iii) the word "Person" means an individual, a copy thereof corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof, or any affiliate (as that term is defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")) of any of the foregoing. (e) As soon as practicable after the date hereof, the parties hereto will negotiate in good faith to enter into an agreement to allow Watsxx xx pay cash to certain holders of small numbers of shares of Company Common Stock in lieu of the Companyconsideration to be received by such holders of Company Common Stock pursuant to Section 1.4(a) hereof; provided, however, that the aggregate cash consideration to be paid to such holders may not exceed 9.9% of the aggregate consideration to be paid to all holders of Company Common Stock upon consummation of the transactions contemplated hereby. 1.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Royce Laboratories Inc /Fl/)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each Each share of Company Common Stock, $.01 par value per share, of IMS ("IMS COMMON STOCK"), that is issued and outstanding immediately prior to the Effective Time (other than the shares of Company IMS Common Stock held by IMS in its treasury and shares of IMS Common Stock owned by IHK, Merger Sub TriZetto or any direct or indirect subsidiary of their Subsidiaries or held in TriZetto (the treasury "EXCLUDED SHARES")) shall be converted into 0.4655 of a share (the Company"EXCHANGE RATIO") of validly issued, fully paid and nonassessable Common Stock, $0.001 par value per share, of TriZetto ("TRIZETTO COMMON STOCK"). At the Effective Time, all shares of which IMS Common Stock shall no longer be outstanding and shall be canceled cancelled and retired and shall cease to exist, without consideration being payable therefore and each certificate (the a "CERTIFICATE") formerly representing any such shares of IMS Common Stock (other than Excluded Shares") shall thereafter represent only the right to receive the number of whole shares of TriZetto Common Stock equal to the number of shares of IMS Common Stock represented by such Certificate multiplied by the Exchange Ratio and the right, if any, to receive pursuant to Section 1.4 cash in lieu of fractional shares into which such shares of IMS Common Stock have been converted pursuant to this Section 1.3(a) and any distribution of dividends pursuant to Section 1.5(c), . All Excluded Shares shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, cease to be converted intooutstanding, exchanged for shall be cancelled and represent the right to receive (retired without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason payment of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired consideration therefor and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.
Appears in 1 contract
Samples: Voting Agreement (Ims Health Inc)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, be converted into, exchanged for and represent the right to receive (without interest), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred SCUSA (IL) common stock, no par value (“SCUSA (IL) Common Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"”), between IHK issued and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such be converted into 2.6665 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of Company Holdings common stock, par value $0.01 per share (“Holdings Common Stock”), in certificated or book-entry form in the discretion of Holdings, delivery of which shall be made upon receipt by Holdings of a letter of transmittal from the holder of such share of SCUSA (IL) Common Stock except as otherwise provided herein or accompanied by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail certificate(s) representing such share of SCUSA (IL) Common Stock; (ii) each share of Holdings Common Stock issued and outstanding immediately prior to the Closing Date Effective Time that is owned by SCUSA (IL) shall be cancelled without any consideration being issued or paid therefor; (iii) each share of SCUSA Merger Sub common stock, no par value, issued and shall furnish a copy thereof outstanding immediately prior to the CompanyEffective Time shall be converted into one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and such shares shall be all of the outstanding shares of common stock of the Surviving Corporation as of the Effective Time; and (iv) each option to purchase shares of SCUSA (IL) Common Stock that is outstanding (whether or not vested) immediately prior to the Effective Time (collectively, the “SCUSA (IL) Options”) shall automatically be converted into an option to purchase the number of whole shares of Holdings Common Stock that is equal to the number of shares of SCUSA (IL) Common Stock subject to such SCUSA (IL) Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded down to the nearest whole share), at an exercise price per share of Holdings Common Stock (rounded up to the nearest whole xxxxx) equal to the exercise price for each such share of SCUSA (IL) Common Stock subject to such SCUSA (IL) Option immediately prior to the Effective Time divided by the Exchange Ratio, and otherwise on the same terms and conditions as applied to each such SCUSA (IL) Option immediately prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein by virtue of the Merger and subject to Section 2.06(b)without any action on the part of the Purchaser, the Company or the holders thereof, (a) each share of Company Common Stock, Share issued and outstanding immediately prior to the Effective Time (other than any Common Shares held by Parent, the shares Purchaser, any wholly-owned subsidiary of Company Common Stock owned by IHKParent or the Purchaser, Merger Sub or any of their Subsidiaries or held in the treasury of the Company or by any wholly-owned subsidiary of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Common Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, 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 in Section 3.01)) shall be cancelled and shall be converted into, exchanged for and represent automatically into the right to receive in cash the Common Share Offer Price, payable to the holder thereof, without any interest thereon, less any required withholding taxes (without interestthe "Common Share Merger Price"), subject to upon surrender and exchange of the proration procedures described below, either (i) the Stock Consideration Certificates (as defined belowin Section 3.02(a)), (b) or (ii) cash in an amount equal each Series A Share issued and outstanding immediately prior to the Effective Time (other than any Series A Shares 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 Series A Shares, 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) shall be cancelled and shall be converted automatically into the right to receive in cash the Series A Share Offer Price payable to the holder thereof, without any interest thereon, less any required withholding taxes (the "Cash ConsiderationSeries A Merger Price"), upon surrender and exchange of Certificates, and (c) each share of Nonvoting Common Stock, par value $1.00 per share, of the Company (the "Nonvoting Common Shares") issued and outstanding immediately prior to the Effective Time (other than any Nonvoting Common Shares 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 Nonvoting Common Shares, 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) shall be cancelled and shall be converted automatically into the right to receive in cash the Common Share Offer Price, payable to the holder thereof, without any interest thereon, less any required withholding taxes (the "Nonvoting Merger Price" and, together with the Stock ConsiderationCommon Share Merger Price and the Series A Merger Price, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement upon surrender and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon)Certificates. The holders of such certificates Certificates previously evidencing such shares of Company Shares or Nonvoting Common Stock Shares, as the case may be, outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company the Common Stock Shares, the Series A Shares or the Nonvoting Common Shares, except as otherwise provided herein or by law. IHK law and, upon the surrender of such Certificates in accordance with the provisions of Section 3.02(b), shall prepare a statement setting forth only represent the calculations required right to receive for such Shares or otherwise contemplated by this Section 2.06 in reasonable detail prior to Nonvoting Common Shares, the Closing Date and shall furnish a copy thereof to the Companyaggregate Merger Consideration relating thereto without any interest thereon.
Appears in 1 contract
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of common stock, par value $.001 per share, of the Company Common Stock, (individually a "Share" and collectively the "Shares") issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or (i) Shares held in the Company's treasury and (ii) Shares held by Parent, Acquisition or any other subsidiary of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), Parent) shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of Acquisition, the Company or the holder thereof, be converted intointo and shall become a number of fully paid and nonassessable shares of common stock, exchanged for and represent the right to receive par value $.01 per share, of Parent (without interest), subject "Parent Common Stock") equal to the proration procedures described below, either (i) the Stock Consideration Exchange Ratio (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration"). Unless the context otherwise requires, each reference in this Agreement to shares of Parent Common Stock and to the Shares shall include the associated Parent Rights (as such term is defined in Section 3.2(a) hereof) and associated Company Rights (as defined in Section 2.2(a); provided), howeverrespectively. Notwithstanding the foregoing, thatif, in any event, if between the date of this Agreement and the Effective Time Time, the outstanding shares of IHK Parent Common Stock or Company Common Stock the Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, then the Cash Consideration and the Stock Consideration Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares (b) The "Exchange Ratio" shall be 0.825. (c) At the Effective Time, each outstanding share of the common stock of Acquisition shall be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation. (d) At the Effective Time, each Share held in the treasury of the Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing Share held by Parent, Acquisition or any such shares shall thereafter represent the right to receive, upon the surrender subsidiary of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding Parent or Acquisition immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or the holder thereof, be canceled, retired and cease to have any rights exist, and no shares of Parent Common Stock shall be delivered with respect to such shares of Company Common Stock except as otherwise provided herein or by lawthereto. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company1.9.
Appears in 1 contract
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein a result of the Merger and subject to Section 2.06(b)without any action on the part of the Company, each share Parent, Purchaser or the holder of Company Common Stockany capital stock of Parent, Purchaser or the Company: (i) Each Share issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock (A) Shares that are cancelled pursuant to clause (iv) or (v) below and (B) Shares that are owned by IHK, Merger Sub or any of their Subsidiaries or held stockholders (“Dissenting Stockholders”) who have properly demanded in the treasury compliance in all respects with Section 262 of the CompanyDGCL and not withdrawn a demand for, or lost their right to, appraisal pursuant to Section 262 of the DGCL with respect to such Shares (“Excluded Shares”), shall be converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”) without interest. At the Effective Time, all of which the Shares shall cease to be outstanding, shall be canceled cancelled and shall cease to exist, without consideration being payable therefore and each certificate (a “Certificate”) formerly representing any of the "Shares (other than Excluded Shares")) and each non-certificated Share represented by book entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 2.8. (ii) Each Dissenting Share shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, cease to be converted intooutstanding, exchanged for shall be cancelled without payment of any consideration therefor and represent the right shall cease to receive (without interest)exist, subject to any rights the proration procedures described belowholder of such Dissenting Share may have under Section 2.8. (iii) At the Effective Time, either (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal each share of common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividendconverted into one share of common stock, subdivisionpar value $0.001 per share, reclassification, recapitalization, split, combination or exchange of sharesthe Surviving Corporation. All shares of (iv) Any Shares then held by the Company Common Stock so converted or exchanged in the Company’s treasury shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares no consideration shall thereafter represent the right to receive, upon the surrender of such certificate be delivered in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Companyexchange therefor.
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Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein by virtue of the Merger and subject to Section 2.06(b)without any further action by Parent, the Company, Merger Sub, or any of their respective shareholders, each ordinary share of Company Common Stockthe Company, par value NIS 0.1 per share (individually a “Share” and collectively the “Shares”), issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock Shares owned by IHK, the Company or its Subsidiaries (dormant or otherwise) or by Parent or Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), Sub) shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of Merger Sub, the Company, or the holder thereof, be converted into, exchanged for and represent converted into the right to receive a number of fully paid and nonassessable shares of common stock, par value $0.0001 per share, of Parent (without interest)“Parent Common Stock”) equal to the Exchange Ratio, subject to the proration procedures described below, either Section 2.1.3 below (i) the Stock Consideration (as defined below) or (ii) cash in an amount equal to the Offer Price ("Cash Consideration" and, together with the Stock Considerationsuch shares of Parent Common Stock, the "“Merger Consideration")); provided”) without interest. Notwithstanding the foregoing, howeverif, that, in any event, if between the date of this Agreement and the Effective Time Time, the outstanding shares of IHK Parent Common Stock or Company Common Stock the Shares shall have been changed into a different number of shares or a different class by reason of any stock dividenddividend (including any dividend or distribution of securities convertible into Parent Common Stock or Shares), subdivision, reclassification, recapitalization, split, combination or combination, exchange of sharesshares or similar event, then the Cash Consideration and the Stock Consideration Exchange Ratio shall be correspondingly adjusted to reflect provide the holders of the Shares and Company Stock Options the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or combination, exchange of sharesshares or similar event. All shares of Company Common Stock so Each Share to be converted or exchanged into the right to receive the Merger Consideration as provided in this Section 2.1.1(a) shall no longer be outstanding and shall be automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such (“Certificates”) or book-entry shares of Company Common Stock outstanding (“Book-Entry Shares”) that immediately prior to the Effective Time represented such Shares, shall cease to have any rights with respect to such shares Shares other than the right to receive, upon surrender of Company Common Stock except as otherwise provided herein such Certificates or by law. IHK shall prepare a statement setting forth Book-Entry Shares in accordance with Section 2.2, the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the CompanyMerger Consideration.
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Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each share of Company Common Stock, Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares subject to Section 2.6(b) and any Dissenting Shares) and any Shares issuable upon exercise of any option, conversion or other right to acquire Shares existing immediately prior to the shares of Company Common Stock owned by IHKEffective Time (collectively, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded SharesRIGHTS"), shall) will, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, be canceled and extinguished and be converted into, exchanged for and represent into the right to receive (i) in the case of Shares, the Per Share Amount, or such higher per Share amount as is paid in the Offer, in cash payable to the holder thereof, without interestinterest (the "MERGER CONSIDERATION"), subject to the proration procedures described below, either (i) the Stock Consideration (as defined below) or (ii) cash in an the case of Rights, the excess, if any, of the Per Share Amount (or such higher per Share amount equal as is paid in the Offer) over the per Share exercise price thereof, in each case prorated for fractional shares, in accordance with Section 2.7. All such Shares, when so converted, will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of a certificate formerly representing any such Share will cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.7. Any payment made pursuant to this Section 2.6(a) and Section 2.7 will be made net of applicable withholding taxes to the Offer Price ("Cash Consideration" and, together with extent such withholding is required by Law. Notwithstanding the Stock Consideration, the "Merger Consideration")); provided, however, that, in any eventforegoing, if between the date of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock Shares shall have been changed into a different number of shares or a different class class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, and such action is in compliance with Section 5.1, the Cash Merger Consideration and the Stock Consideration shall will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to the Closing Date and shall furnish a copy thereof to the Company.
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Samples: Agreement and Plan of Merger (BHR North America Inc)
Conversion of Shares. (a) At the Effective Time, except as otherwise provided herein and subject to Section 2.06(b), each Each share of Company Common Stock, Capital Stock issued and outstanding immediately prior to as of the Effective Time (other than the shares of Company Common Stock owned by IHK, Merger Sub or any of their Subsidiaries or held in the treasury of the Company, all of which shall be canceled and cease to exist, without consideration being payable therefore (the "Excluded Shares"), shall, by virtue of the Merger and, except as provided in Section 2.11, and without any action on the part of the holder thereof, automatically be converted into, exchanged for and represent the right to receive into (without interest), subject A) an amount in cash equal to the proration procedures described belowquotient obtained by dividing (x) $1,000,000 (i) less the amount equal to the unpaid principal and unpaid accrued interest and expenses under the promissory note (the "Note") made by the Company in favor of the Parent dated September 22, either 1999 in an aggregate amount of $15,000, and (ii) adjusted by one-half of the amount paid by the Company to the law firm of Xxxxxx, Xxxxxxx, Xxxxxxxxx & Green, P.C. pursuant to Section 9.9, by (y) the total number of Fully Diluted Shares (as herein defined) as of the Effective Time and (B) that number of shares of Parent Common Stock as shall be obtained by dividing (i) the Stock Consideration number of shares obtained by dividing $18,500,000 by the Closing Market Price (as defined belowhereinafter defined) or by (ii) cash in an amount the total number of Fully Diluted Shares (as herein defined). Such resulting quotients are collectively referred to herein as the "EXCHANGE RATIO." "FULLY DILUTED SHARES" shall be equal to the Offer Price ("Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration")); provided, however, that, in any event, if between the date total number of this Agreement and the Effective Time the outstanding shares of IHK Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Cash Consideration and the Stock Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. All shares of Company Common Stock so converted or exchanged shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.11, only the applicable Merger Consideration and any cash to be paid in lieu of fractional shares of IHK Common Stock and associated fractional rights ("IHK Purchase Rights") to purchase one one-hundredth of a share of Series A Junior Participating Preferred Capital Stock, without par value, of IHK ("IHK Junior Preferred Stock") pursuant to the Rights Agreement, dated as of September 14, 1989, as amended (the "IHK Rights Agreement"), between IHK and The Bank of New York, as rights agent, to which such holder is entitled pursuant to Section 2.10(e) (without interest thereon). The holders of such certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time Time, calculated on a fully diluted, fully converted basis as though all convertible debt, membership interests and equity securities and options (whether vested or unvested) and warrants had been converted or exercised. The aggregate number of shares of Parent Common Stock issued pursuant to this Section 2.2(a) shall cease be referred to have any rights in this Agreement as the "MERGER SHARES." For purposes of this Agreement, the term "CLOSING MARKET PRICE" shall mean the average of the closing prices for shares of Parent Common Stock on The Nasdaq National Market for each of the five trading days ending immediately prior to the Effective Time. SCHEDULE 2.2 attached hereto sets forth, with respect to such shares of Company Common Stock except as otherwise provided herein or by law. IHK shall prepare a statement setting forth the calculations required or otherwise contemplated by this Section 2.06 in reasonable detail prior to Merger Consideration, (i) the Closing Date Market Price, (ii) the Exchange Ratio, (iii) the aggregate number of Merger Shares, and shall furnish a copy thereof (iv) the aggregate cash payment to be paid in connection with the CompanyMerger.
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