Merger Consideration; Conversion of Shares. (a) As of the Effective Time, all of the shares of Common Stock of the Company, no par value per share ("Company Stock"), issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, shall be automatically converted to, in the aggregate, shares of Common Stock of the Parent, par value $.01 per share ("Parent Stock") and cash, as follows (collectively, the "Merger Consideration"):
Merger Consideration; Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of the Company, $7.50 par value per share, issued and outstanding immediately prior to the Effective Time (“Company Common Stock”), other than Excluded Shares and Dissenting Shares, shall be converted into and become the right to receive the following consideration (and thereupon shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and shall thereafter represent only the right to receive, upon surrender of such certificate in accordance with Section 1.9(b), the following consideration) (the consideration described in clauses (i) and (ii) below, subject to adjustment in accordance with Section 1.4(d) and Section 8.3(c)(iii), the “Merger Consideration”):
Merger Consideration; Conversion of Shares. Except as set forth in Section 3.10 hereof, at the Effective Time by virtue of the Merger and without any action on the part of the holders thereof, and subject to Section 3.4, the holders of shares of the common stock, $ 0.001 par value per share, of the Company ("Company Common Stock"), the holders of Series B-1 Convertible Preferred Stock of the Company, $0.001 par value per share (the "Series B-1 Preferred Stock"), the holders of Series B-2 Convertible Preferred Stock of the Company, $0.001 par value per share (the "Series B-2 Preferred Stock"), the holders of shares of the Series B-3 Convertible Preferred Stock of the Company, $0.001 par value per share (the "Series B-3 Preferred Stock"),the holders of Series C Convertible Preferred Stock of the Company, $0.001 par value per share (the "Series C Preferred Stock"), the holders of Series C2-A Convertible Preferred Stock of the Company, $0.001 par value per share (the "Series C2-A Preferred Stock"), the holders of Series C2-B Convertible Preferred Stock of the Company, $0.001 par value per share (the "Series C2-B Preferred Stock"), the holders of Series D Convertible Preferred Stock of the Company, $0.001 par value per share (the "Series D Preferred Stock," together with the Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series C Preferred Stock, Series C2-A Preferred Stock, Series C2-B Preferred Stock and Series D Preferred Stock, the "Company Preferred Stock," together with the Company Common Stock, the "Company Stock") shall receive shares of the common stock, $0.01 par value per share, of the Acquiror ("Acquiror Stock") as set forth in Sections 3.1(c) and (d) below . The total shares of Acquiror Stock to be issued in the Merger (the "Total Consideration") shall be equal to the quotient obtained by dividing (i) $12,000,000 by (ii) the Exchange Market Price (as hereinafter defined). For purposes of this Agreement, the "
Merger Consideration; Conversion of Shares. (a) Subject to Sections 1.8(c) and 1.9, the consideration payable in the Merger to holders of shares of Company Common Stock (including all shares of Company Common Stock issued or issuable upon conversion of all preferred stock ($0.01 par value per share) of the Company ("Company Preferred Stock") and upon exercise of any Company Warrant prior to the Closing) outstanding immediately prior to the Effective Time, shall consist solely of shares of the common stock (par value $0.001 per share) of Parent ("Parent Common Stock"), such shares of Parent Common Stock to have such rights as are set forth in the Certificate of Incorporation of Parent and to be issuable solely in accordance with the terms of this Agreement. The Parent Common Stock to be received as consideration pursuant to the Merger by each holder of shares of Company Common Stock (including all shares of Company Common Stock issued upon conversion of all Company Preferred Stock and upon exercise of any Company Warrant prior to the Closing, together with cash in lieu of fractional shares of Parent Common Stock, as specified below) is referred to herein as the "Merger Consideration."
Merger Consideration; Conversion of Shares. 5.1 At the Effective Time, by virtue of the Merger and without any further act or deed by any Person, each share of common stock of Newco then outstanding shall be converted into one share of Toymax Common Stock, all of which shares shall be validly issued, fully paid and nonassessable and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation.
Merger Consideration; Conversion of Shares. The total consideration to the Shareholders in connection with the Merger (the “Total Merger Consideration”) shall be the issuance of 6,000,000 restricted shares of Thermal Tennis Common Stock, par value $0.001 per share (the “Thermal Tennis Shares”), to the Shareholders on the Closing Date. The issuance of the Thermal Tennis Shares represents an exchange of 6,000,000 Thermal Tennis Shares for 100% of the issued and outstanding capital shares of the Company. The Thermal Tennis Shares shall be issued among the Shareholders as set forth on Exhibit A. The Thermal Tennis Shares will represent 57.70% of the then issued and outstanding shares of Thermal Tennis immediately following the Merger.
Merger Consideration; Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of the Company, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (“Company Common Stock”), other than Excluded Shares and Dissenting Shares, shall be converted into and become the right to receive 1.15 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $4.00 per share, of Parent (the “Parent Common Stock”) and thereupon shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and shall thereafter represent only the right to receive, upon surrender of such certificate in accordance with Section 1.9(b), (the consideration described in this Section 1.4(a), subject to adjustment in accordance with Section 1.4(d)(i), is hereinafter referred to as the “Merger Consideration”):
Merger Consideration; Conversion of Shares. (a) The aggregate merger consideration for all of the shares of the Company's common stock, no par value (the "Company Common Stock"), outstanding immediately prior to the Effective Time, together with all shares issuable pursuant to Options (as defined in Section 1.6 below) (collectively, the "Converted Shares") but excluding Company Common Stock owned by Parent, Merger Sub or any other direct or indirect subsidiary of Parent or Merger Sub or held in treasury of the Company, shall be an amount equal to $42,050,000 (the "Initial Merger Consideration"), adjusted for any increase or decrease made pursuant to subsections 1.5(b) below (the "Merger Consideration"). Subject to Sections 1.8(c) and 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Shareholder of the Company, (i) each share of Company Common Stock and each of the Converted Shares shall be converted into the right to receive the Per Share Merger Consideration ("
Merger Consideration; Conversion of Shares. (a) At the Effective Time, each share of common stock of CNBT, par value $1.00 per share (the "CNBT Common") then issued and outstanding, other than shares the holders of which have duly exercised and perfected their dissenters' rights under the TBCA, shall be automatically converted into the right to receive an amount (the "Merger Consideration") equal to (i) Ninety-Two Million Dollars ($92,000,000), minus the amount of any dividends paid by CNBT to its shareholders during the period from August 1, 2000, to the date of consummation of the Merger in excess of the sum of $0.12 per share per calendar quarter for each of two calendar quarters and one special dividend not exceeding seven cents ($0.07), minus the payments contemplated by Section 12.2. divided by (ii) the number of shares of CNBT Common issued and outstanding as of the Effective Time (and after exercise of all of the Stock Options (as defined in Section 2.2)) The Merger Consideration shall be paid to each holder of the CNBT Common as of the Effective Time as herein provided.
Merger Consideration; Conversion of Shares. The total consideration to be paid to the Shareholders in connection with the Merger (the "Total Merger Consideration") shall be issuance of up to 31,800,000 restricted shares on a one-for-one basis of OCIS Common Stock, par value $.001 per share (the "OCIS Shares"), to the Shareholders on the Closing Date. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Shareholders, the Company, OCIS or the OCIS Subsidiary, each outstanding share of Common Stock of the Company shall be converted into the right to receive one OCIS Share.
