Merger Consideration Conversion of Stock. (a) The following terms first used in this Article 3 shall have the following meanings:
Merger Consideration Conversion of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or the holder of any of the following securities:
Merger Consideration Conversion of Stock. 3 Section 2.1 Conversion of Company Capital Stock....................................................3 Section 2.2 Exchange of Certificates...............................................................4 Section 2.3 Tax-Free Reorganization................................................................5 Section 2.4 Distributions with Respect to Unexchanged Shares.......................................5 Section 2.5 No Fractional Shares of Parent Common Stock............................................6 Section 2.6
Merger Consideration Conversion of Stock. 4 Section 2.1 Effect on Capital Stock ................................................................................4 Section 2.2 Exchange of Certificates ..............................................................................5 Section 2.3 Treatment of Company Stock Awards .........................................................8 ARTICLE III
Merger Consideration Conversion of Stock. Section 2.1
Merger Consideration Conversion of Stock. Section 2.1 Conversion or Retention of Company Stock
Merger Consideration Conversion of Stock. EFFECTS ON
Merger Consideration Conversion of Stock. The Merger shall have the ----------------------------------------- effect set forth in this Section 1.2 on the shares of TIL Common Stock and the shares of capital stock of CSH, par value $0.01 per share (the "CSH Stock"):
Merger Consideration Conversion of Stock. At the Effective Time and by virtue of the Merger, each share of Merger Sub common stock shall automatically convert into 10 shares of common stock of the Surviving Corporation, and each share of DYM Stock, other than Dissenting Shares, shall automatically convert into the right to receive a portion of the Merger Consideration (as defined below), subject to the provisions of Section 2.4. The "Merger Consideration" means the consideration paid by HPL pursuant to the Merger and shall consist of 1,050,000 shares of fully-paid and non-assessable HPL Stock, minus the number of shares of HPL Stock underlying the HPL Exchange Options, subject to adjustment as provided in Section 2.2 (the "Stock Consideration"), plus $2,000,000 in cash, subject to adjustment as provided in Section 2.2 (the "Cash Consideration"). For purposes of this Section 2.1, the "Cash Ratio" shall equal the quotient of (A) the Adjusted Cash Consideration, divided by (B) the aggregate value of the Merger Consideration; and the "Stock Ratio" shall equal the quotient of (C) the value of the Adjusted Stock Consideration, divided by (D) the aggregate value of the Merger Consideration (calculating the value of the Adjusted Stock Consideration and the Merger Consideration with reference to the HPL Closing Price). At the Effective Time, the Merger Consideration shall be distributed among the holders of DYM Stock as follows:
Merger Consideration Conversion of Stock. The aggregate consideration payable by Purchaser to the Equityholders pursuant to this ARTICLE I shall be, as set forth herein and upon the occurrence of certain future events as set forth herein, an amount equal to the Aggregate Purchase Price (the “Merger Consideration”). At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Purchaser, Merger Sub, the Company or any holder of any shares of capital stock of the Company (the “Shares”) or any shares of capital stock of Merger Sub:
