Merger Consideration and Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:
Merger Consideration and Conversion of Shares. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Gart, MergerSub, the Company or the holders of any of the following securities:
Merger Consideration and Conversion of Shares. (a) The consideration to be paid for all issued and outstanding shares of BMT Common Stock shall consist of (i) $10,000,000 in cash (the "Cash Consideration"), and (ii) 2,500,000 shares of UroQuest Common Stock (the "Share Consideration") after giving effect to the planned 1 for 3.5 reverse stock split in connection with the reincorporation of UroQuest into Delaware.
Merger Consideration and Conversion of Shares. (a) For purposes of this Agreement, the following terms will have the following meanings:
Merger Consideration and Conversion of Shares. Subject to the provisions of this Article II, at the Effective Time, by virtue of the Merger and without any action on the part of Guaranty, Interim Bank or TLB, or the shareholders of any of the foregoing, the shares of the constituent corporations shall be converted as follows:
Merger Consideration and Conversion of Shares. The manner and basis of converting in the Merger the outstanding shares of Pharmathene Common Stock (as defined below) and Pharmathene Preferred Stock (as defined below) into shares of SIGA Common Stock (as hereinafter defined), as well as the manner and basis of converting in the merger the outstanding shares of Merger Sub Common Stock into shares of the capital stock of the Surviving Corporation are as follows:
Merger Consideration and Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Subsidiary or the Company:
Merger Consideration and Conversion of Shares. The aggregate consideration to be paid by Buyer on the Closing Date with respect to the outstanding shares of Capital Stock of the Company (including holders of Preferred Stock and Common Stock) shall be the Merger Consideration. The Merger Consideration shall consist of (x) an aggregate amount of cash equal to 0.60 multiplied by the amount of the Merger Consideration (the “Cash Consideration”) and (y) an aggregate number of shares of Buyer Stock equal to (i) 0.40 multiplied by the amount of the Merger Consideration, divided by (ii) the Buyer Stock Value (the “Stock Consideration”). For purposes of Treasury Regulation Section 1.358-2(a)(2)(ii), each Stockholder shall have the ability to specifically identify the allocation of Cash Consideration and Stock Consideration to be received under this Section 2.4. Schedule 2.4 sets forth the following, calculated in accordance with the terms and conditions of the Company’s Organizational Documents as in effect on the date hereof and assuming that the Closing occurred on the date hereof: (i) the estimated amount of the Gross Consideration, the Merger Consideration, the Vested Common Option Payment, the Unvested Common Option Value, the Cash Consideration and the Stock Consideration, (ii) the names of all Stockholders and holders of Common Options, and their respective addresses, (iii) the number and kind of shares of Capital Stock of the Company held by, or subject to Common Options held by, such Persons and, in the case of stock, the respective certificate numbers, (iv) the estimated allocation of the Cash Consideration and Stock Consideration payable to each Stockholder and the estimated allocation of the Vested Common Option Payment to Persons holding Vested Common Options at Closing, and (v) payment instructions for each such Stockholder and other Persons. The Company shall deliver to Buyer at the Closing an updated Schedule 2.4 that contains true and correct information as of the Closing Date (the “Updated Schedule”).
Merger Consideration and Conversion of Shares. The shareholders of Surviving Entity immediately prior to the Effective Time shall remain shareholders of Surviving Entity, and each share of stock of Surviving Entity which is issued and outstanding immediately prior to the Effective Time shall continue to be issued and outstanding upon the Merger becoming effective. At the Effective Time, in exchange for each unit of the Merging Entity, Mayde, Inc., Merging Entity’s parent, will receive 600,000 Class B Exchangeable Shares of Surviving Entity and each unit of the Merging Entity will be canceled.
Merger Consideration and Conversion of Shares. (a) As consideration for the Merger, Investar shall issue to the holders of the Mainland Common Stock (except for Dissenting Shares as defined in Section 2.3) at the Effective Time, shares of common stock, par value $1.00 per share, of Investar (“Investar Common Stock”) in the amount described in this Section 2.1 (the “Merger Consideration”).
