Common use of Exchange of Shares Clause in Contracts

Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b) and any Shares which are held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting Stockholders")) shall be converted into the right to receive the Offer Price in cash, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.2. All such Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall 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 2.2, without interest, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Section 262 of the DGCL.

Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled canceled in accordance with Section 2.1(b) and any Dissenting Shares which are held by stockholders exercising appraisal rights pursuant to (if applicable and as defined in Section 262 of the DGCL ("Dissenting Stockholders"2.4 hereof)) ), shall be converted into and become the right to receive receive, the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.2, less any required withholding taxes. All As of the Effective Time by virtue of the Merger and without any action on the part of any holder, all such Shares, when so converted, Shares shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall 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 2.2, without interest, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of perfect any appraisal rights that such Shares as determined in accordance with holder may have pursuant to Section 262 of the DGCL.

Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b) and any Shares which are held by stockholders shareholders exercising appraisal rights pursuant to Section 262 Chapter 55-13 of the DGCL NCBCA ("Dissenting StockholdersShareholders")) shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.2. All such Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall 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 2.2, without interest, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Section 262 Chapter 55-13 of the DGCLNCBCA.

Exchange of Shares. Each issued and outstanding Share share of Company ------------------ Common Stock (other than Shares to be cancelled in accordance with Section 2.1(b) hereof and any Dissenting Shares which are held by stockholders exercising appraisal rights pursuant to (as defined in Section 262 of the DGCL ("Dissenting Stockholders"2.3 hereof, if applicable)) ), shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger ConsiderationMERGER CONSIDERATION"), upon surrender of the certificate formerly representing such Share share of Company Common Stock in the manner provided in Section 2.22.2 hereof. All such Sharesshares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shares shall 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 2.22.2 hereof, without interest, or the right, if any, to receive payment from the Surviving Corporation perfect any rights of the "fair value" appraisal as a holder of Dissenting Shares that such Shares as determined in accordance with holder may have pursuant to Section 262 of the DGCL.

Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled canceled in accordance with Section 2.1(b) and any Shares which are held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting StockholdersShareholders")) shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.2. All such Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall 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 2.2, without interest, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Section 262 of the DGCL.

Exchange of Shares. Each issued and outstanding Share share of Company Common Stock (other than Shares to be cancelled in accordance with Section 2.1(b) hereof and any Dissenting Shares which are held by stockholders exercising appraisal rights pursuant to (if applicable and as defined in Section 262 of the DGCL ("Dissenting Stockholders"2.3 hereof)) ), shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share share of Company Common Stock in the manner provided in Section 2.22.2 hereof. All such Sharesshares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shares shall 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 2.2, without interest, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Section 262 of the DGCL.Section

Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b) above and any Shares which are held by stockholders shareholders exercising appraisal rights pursuant to Section 262 Article 13 of the DGCL GBCC ("Dissenting StockholdersShareholders")) shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.22.2 hereof. All such Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall 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 2.22.2 hereof, without interest, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Section 262 Article 13 of the DGCLGBCC.

Exchange of Shares. Each issued and outstanding Share share of Company Common Stock (other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares which are held by stockholders exercising appraisal rights pursuant to (if applicable and as defined in Section 262 of the DGCL ("Dissenting Stockholders"2.4 hereof)) ), shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share share of Company Common Stock in the manner provided in Section 2.2. All such Sharesshares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shares shall 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 2.2, without interest, or the right, if any, to receive payment from the Surviving Corporation perfect any rights of appraisal as a holder of Dissenting Shares that such holder may have pursuant to Section 623 of the "fair value" of such Shares as determined in accordance with Section 262 of the DGCLNYBCL.

Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b) and any Shares which are held by stockholders exercising appraisal rights rights, if any, pursuant to Section 262 of the DGCL ("Dissenting Stockholders")) shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.2. All such Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall 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 2.2, without interest, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Section 262 of the DGCL.

Exchange of Shares. Each issued and outstanding Share share of Company Common Stock (other than Shares to be cancelled in accordance with Section 2.1(b) hereof and any Dissenting Shares which are held by stockholders exercising appraisal rights pursuant to (as defined in Section 262 of the DGCL ("Dissenting Stockholders"2.3 hereof, if applicable)) ), shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger ConsiderationMERGER CONSIDERATION"), upon surrender of the certificate formerly representing such Share share of Company Common Stock in the manner provided in Section 2.22.2 hereof. All such Sharesshares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shares shall 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 2.22.2 hereof, without interest, or the right, if any, to receive payment from the Surviving Corporation perfect any rights of the "fair value" appraisal as a holder of Dissenting Shares that such Shares as determined in accordance with holder may have pursuant to Section 262 of the DGCL.

Exchange of Shares. Each issued and outstanding Share share of Company Common Stock (other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares which are held by stockholders exercising appraisal rights pursuant to (if applicable and as defined in Section 262 of the DGCL ("Dissenting Stockholders"2.4 hereof)) ), shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share share of Company Common Stock in the manner provided in Section 2.2. All such Sharesshares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shares shall 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 2.2, without interest, or the right, if any, to receive payment from the Surviving Corporation perfect any rights of appraisal as a holder of Dissenting Shares that such holder may have pursuant to Section 623 of the "fair value" of such Shares as determined in accordance with NYBCL. Section 262 of the DGCL.2.2

Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b2.1 (b) and any Shares which are held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting Stockholders")) shall be converted into the right to receive the Offer Price $10.00 per share in cash, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.2. All such Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall 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 2.2, without interest, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Section 262 of the DGCL.

Exchange of Shares. Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 2.1(b) and any Shares which are held by stockholders exercising appraisal rights rights, if any, pursuant to Section 262 of the DGCL ("Dissenting StockholdersStock- holders")) shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.2. All such Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consider- ation therefor upon the surrender of such certificate in accordance with Section 2.2, without interest, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined deter- mined in accordance with Section 262 of the DGCL.

Exchange of Shares. Each issued and outstanding Share share of Company Common Stock (other than Shares to be cancelled in accordance with Section 2.1(b) hereof and any Dissenting Shares which are held by stockholders exercising appraisal rights pursuant to (if applicable and as defined in Section 262 of the DGCL ("Dissenting Stockholders"2.3 hereof)) ), shall be converted into the right to receive the Offer Price in cashPrice, payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share share of Company Common Stock in the manner provided in Section 2.22.2 hereof. All such Sharesshares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shares shall 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 2.22.2 hereof, without interest, or the right, if any, to receive payment from the Surviving Corporation perfect any rights of appraisal as a holder of Dissenting Shares (as hereinafter defined) that such holder may have pursuant to Section 293-A:13.02 of the "fair value" of such Shares as determined in accordance with Section 262 of the DGCLNHBCA.