Effect on Capital Stock; Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock:
Effect on Capital Stock; Merger Consideration. At the Effective Time, by virtue of the Merger:
Effect on Capital Stock; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of any of the following securities:
Effect on Capital Stock; Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock that are 12 16 100% owned or held directly or indirectly by the Parent or the Company, which shall be canceled as provided in Section 2.8(c), and Dissenting Shares) shall be converted into the right to receive, subject to the provisions of Article II, without interest, an amount in cash equal to $19.00 (such amount, as it may be adjusted in accordance with this Section 2.8(a), the "Merger Consideration"); provided, however, that (i) if Target Tangible Net Worth exceeds Closing Tangible Net Worth by an amount greater than $1 million, the Merger Consideration shall be decreased by an amount equal to the quotient obtained by dividing (A) the amount of such excess above $1 million by (B) the Number of Shares and Options Outstanding and (ii) if the Closing Tangible Net Worth exceeds Target Tangible Net Worth by an amount greater than $1 million, the Merger Consideration shall be increased by an amount equal to the quotient obtained by dividing (A) the amount of such excess above $ 1 million by (B) the Number of Shares and Options Outstanding.
Effect on Capital Stock; Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Actagene or the stockholders of Actagene, each share of Actagene Common Stock outstanding immediately prior to the Effective Time shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive a portion of the merger consideration (the “Merger Consideration”) as follows:
Effect on Capital Stock; Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock that are 100% owned or held directly or indirectly by the Parent or the Company, which shall be canceled as provided in Section 2.8(c), and Dissenting Shares) shall be converted into the right to receive, subject to the provisions of Article II, without interest, an amount in cash equal to $19.00 (such amount, as it may be adjusted in accordance with this Section 2.8(a), the "Merger Consideration"); provided, however, that (i) if Target Tangible Net Worth exceeds Closing Tangible Net Worth by
Effect on Capital Stock; Merger Consideration. At the Effective Time and after giving effect to the Calando Recapitalization, by virtue of the Merger and without any action on the part of Calando or the stockholders of Calando, each share of Calando Common Stock outstanding immediately prior to the Effective Time shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive a portion of the merger consideration (the “Merger Consideration”) as follows:
Effect on Capital Stock; Merger Consideration
