Effect on Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $1.00 per share, of the Company (the “Company Common Stock”):
Effect on Company Common Stock. At the Effective Time:
Effect on Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, any Company Stockholder, any holder of Merger Sub Common Stock or any other Person:
Effect on Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Company Stockholder:
Effect on Company Common Stock. (i) At the Effective Time, subject to the other provisions of this ARTICLE 2 and Section 3.1, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will, by virtue hereof and without any action on the part of the Parent, Merger Sub, the Company, or the holder thereof, be converted into the right to receive (A) a number of Parent Common Shares equal to the Base Exchange Number, plus (B) if at the Effective Time the Closing Parent Per Share Price is less than A$0.07, then an additional number of Parent Common Shares equal to the Additional Exchange Number.
Effect on Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Company’s stockholders, each share of Company Common Stock then outstanding, shall, upon the terms and subject to the conditions set forth in this Agreement, be canceled and extinguished and be converted automatically into the right to receive:
Effect on Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the capital stock of the Company, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be converted into 2.3 shares (the “Exchange Ratio”) of Parent Common Stock (the “Merger Consideration”), subject to Section 3.2. The Exchange Ratio shall be appropriately and equitably adjusted to reflect fully the effect of any stock split, reverse stock split, reclassification, recapitalization, consolidation, exchange or like change with respect to Parent Common Stock or Company Common Stock or any extraordinary dividend or distribution with respect to Parent Common Stock, in each case, occurring (or having a record date) after the date of this Agreement and prior to the Effective Time.
Effect on Company Common Stock. (a) Except as otherwise provided herein, each share of common stock, par value $.01 per share of the Company (each, a "SHARE" or collectively, the "SHARES" or the "COMPANY COMMON STOCK") actually issued and outstanding immediately prior to the Effective Time (except for the Excluded Shares) shall, at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchangeable for that multiple of a share (rounded to the nearest one-thousandth of a share) of the common stock, par value $.01 per share, of Parent ("PARENT COMMON STOCK") obtained by dividing $34.00 by the Average Closing Price (as defined below) (as the same may be adjusted pursuant to this Agreement, the "EXCHANGE RATIO"). "
Effect on Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of shares of Company Capital Stock, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares and Treasury Shares) will be cancelled and will be converted automatically into the right to receive upon surrender of the certificate representing such shares of Company Common Stock and the execution and delivery of the Common Stockholder Transmittal Letter in the manner provided in Section 1.8 hereof, upon the terms and subject to the conditions set forth in this Section 1.5 and throughout this Agreement, including the escrow provisions set forth in Section 1.9 and Article VII hereof, an amount in cash equal to the Per Share Common Stock Consideration.
Effect on Company Common Stock. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of SPAC, Pubco, Company Merger Sub or the Company, any shares of Company Common Stock then held by the Company (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.
