Conversion of the Company Common Stock. Subject to Section 3.1(e), each issued and outstanding share of the Company Common Stock (other than shares to be canceled in accordance with Section 3.1(b)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the Offer Price. As of the Effective Time, all such shares of the Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of the Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as provided in this Section 3.1(c), without interest.
Conversion of the Company Common Stock. (i) Subject to Sections 2.01(b) and 2.01(d), each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount equal to $48.00 per share of the Company Common Stock, in cash and without interest (the “Merger Consideration”).
Conversion of the Company Common Stock. Subject to Section 2.1(f), each issued and outstanding share (including any dissenting shares) of the Company Common Stock at the Effective Time shall be converted into the right to receive 25 (the “Common Exchange Ratio”) validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Common Merger Consideration”), rounded to the nearest whole share. No fractional shares of Parent Common Stock will be issued. As of the Effective Time, all the Company Common Stock shall no longer be outstanding and shall be automatically canceled and retired and shall cease to exist, and each holder of a certificate representing any shares of the Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Common Merger Consideration, without interest. The Common Exchange Ratio shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock), reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or Parent Common Stock having a record date on or after the date hereof and prior to the Effective Time.
Conversion of the Company Common Stock. Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.01(a) and other than Dissenting Shares) shall be converted into the right to receive the Merger Consideration without interest thereon. As of the Effective Time, all shares of the Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented shares of Company Common Stock (a "Certificate") shall cease to have any rights with respect thereto except (other than in the case of shares to be canceled in accordance with Section 3.01(a)) the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 3.02, without interest, or, in the case of Dissenting Shares, the rights, if any, accorded under Section 262 of the DGCL.
Conversion of the Company Common Stock. Subject to Section 1.06(d) and except for Dissenting Shares, each share of Common Stock, par value $0.007 per share, of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and is automatically converted (subject to Section 1.06(d)) into the right to receive that number of shares of the Common Stock, par value $0.001 per share, of Parent ("Parent Common Stock") equal to (i) [(x) 5,000,000 less (y) (a) the total number of Company Plan Options outstanding at the Effective Time multiplied by (b) (I) 5,000,000 divided by (II) the sum of (A) the total number of shares of Company Common Stock and (B) the total number of Company Plan Options issued and outstanding at the Effective Time] divided by (ii) the total number of shares of Company Common Stock issued and outstanding at the Effective Time (rounded to the nearest five decimal places) (the "Exchange Ratio"), upon surrender of the certificate representing such share of the Company Common Stock in the manner provided in Section 1.07 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 1.09). If any shares of the Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company, then the shares of Parent Common Stock issued in exchange for such shares of the Company Common Stock 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.
Conversion of the Company Common Stock. Subject to the proviso contained in Section 2.02(a), each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time, other than shares of common stock cancelled pursuant to Section 2.01(b), shall be converted into the right to receive (subject to the provisions of Section 2.02(d)) the following (collectively, the "Merger Consideration"):
Conversion of the Company Common Stock. Subject to other provisions of this Article 2:
Conversion of the Company Common Stock. Subject to Section 2.3, each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares to be canceled in accordance with Section 2.1(a)) shall be canceled and extinguished and automatically converted into the right to receive that number of fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (as such term is defined below) (together with any cash paid in respect of fractional shares in accordance with Section 2.3, the “Merger Consideration”). Upon such conversion, all such shares of the Company Common Stock shall no longer be outstanding and shall automatically be canceled and extinguished and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent only the right to receive the Merger Consideration in respect of such shares upon the surrender of the certificate representing such shares in accordance with Section 2.2 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 2.4).
Conversion of the Company Common Stock. All of the shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time shall be exchanged for the Merger Consideration (as hereinafter defined) and canceled.
Conversion of the Company Common Stock. Subject to Section 2.2(f), each issued and outstanding share (other than shares to be canceled or converted in accordance with Section 2.1(a)(iii)) of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) shall thereupon be converted into the right to receive 0.818 fully paid and non-assessable shares (as the same may be adjusted pursuant to Section 2.1(b), the “Exchange Ratio”) of Parent Common Stock (the “Merger Consideration”). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Book-Entry Shares or a Certificate that 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 cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor and any dividends or other distributions to which such holder becomes entitled upon surrender in accordance with the terms of this Agreement, without interest.
