Per Share Merger Consideration. Subject to the allocation and election procedures set forth in Section 4.2(b), each share of the common stock, par value $0.16 2⁄3 per share, of the Company (each a “Company Share”, and collectively, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares, Company Shares owned by Parent, Merger Sub 1, Merger Sub 2 or any other direct or indirect wholly owned Subsidiary of Parent and Company Shares owned by the Company or any direct or indirect wholly owned Subsidiary of the Company, and in each case, not held on behalf of third parties (each an “Excluded Company Share” and collectively, “Excluded Company Shares”) shall be converted into, and become exchangeable for either (i) $152.27 (the “Cash Consideration”) or (ii) 1.87 (the “Exchange Ratio”) of a share (the “Stock Consideration”) of common stock, par value $0.01 per share, of Parent (each, a “Parent Share” and collectively, the “Parent Shares”). The applicable Stock Consideration and/or Cash Consideration, in each case without interest, the “Per Share Merger Consideration”. At the Effective Time, all of the Company Shares (other than Excluded Company Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Company Shares, and each non-certificated Company Share represented by book entry (each, a “Book Entry Company Share”), (other than in each case those representing Excluded Company Shares) shall thereafter represent only the right to receive, without interest, the Per Share Merger Consideration and (with respect to the Stock Consideration) the right, if any, to receive (A) pursuant to Section 4.2(e) cash in lieu of fractional shares into which such Company Shares have been converted pursuant to this Section 4.1(a) and (B) any distribution or dividend pursuant to Section 4.2(c).
Per Share Merger Consideration. “Per Share Merger Consideration” shall have the meaning specified in Section 1.5(a).
Per Share Merger Consideration. 3 Permit.......................................................................12
Per Share Merger Consideration. (a) As of the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any further action on the part of W. P. Xxxxx, CPA15, CPA 15 Holdco, Merger Sub, NewCo REIT, any other W. P. Xxxxx Subsidiary or any stockholder of CPA15 and CPA 15 Holdco (the stockholders of CPA15 and CPA 15 Holdco, the “CPA15 Stockholders”), each share of CPA15 Common Stock issued and outstanding immediately prior to the Effective Time shall be cancelled and, in exchange for cancellation of such share (other than the Dissenting Shares discussed in Section 1.7), the rights attaching to such share shall be converted into the right to receive the Per Share Merger Consideration (as defined below). Notwithstanding anything herein to the contrary, each share of CPA15 Common Stock that is owned by W. P. Xxxxx or any W. P. Xxxxx Subsidiary immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist without any conversion thereof or payment therefor.
Per Share Merger Consideration. (a) Each share of Minority Bank Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Minority Bank Common Stock to be cancelled pursuant to Section 1.5 and Dissenting Shares) shall be converted into the right to receive the Per Share Merger Consideration, subject to the provisions of this Article II. “
Per Share Merger Consideration. Section 2.1(a) of the Original Merger Agreement is hereby amended by replacing the “$83.00” Per Share Merger Consideration set forth therein with the following amount: “$77.00”.
Per Share Merger Consideration. Other than shares to be canceled pursuant to Section 1.5(b) and fractional shares as provided in Section 1.5(e), each share of NaviCyte Common Stock issued and outstanding immediately prior to the Effective Time, and all rights existing with respect thereto, shall cease to be outstanding and shall be converted, without any action on the part of the holder thereof, into the right, as of the Effective Time, to receive a bundle of consideration comprised of (X) and (Y) (collectively, "PER SHARE MERGER CONSIDERATION") where:
Per Share Merger Consideration. (a) As of the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any further action on the part of X. X. Xxxxx, CPA16, Merger Sub, any other X. X. Xxxxx Subsidiary or any stockholder of CPA16 (the stockholders of CPA16, the “CPA16 Stockholders”), each share of common stock, $0.001 par value per share, of CPA16 (“CPA16 Common Stock”) issued and outstanding immediately prior to the Effective Time shall be cancelled and, in exchange for cancellation of such share (other than the Dissenting Shares discussed in Section 1.7), the rights attaching to such share shall be converted automatically into the right to receive, in accordance with the terms of this Agreement, that number (the “Exchange Ratio”) of validly issued fully paid and non-assessable shares of W. P. Xxxxx Common Stock (the “Per Share Merger Consideration”) equal to the quotient determined by dividing the Stock Value by the Average W. P. Xxxxx Trading Price, and rounding the result to the nearest 1/10,000 of a share of W. P. Xxxxx Common Stock, payable in the manner set forth in Section 1.9; provided, however, that (x) if the number determined by dividing the Stock Value by the Average W. P. Xxxxx Trading Price is less than or equal to 0.1447, the Exchange Ratio shall be 0.1447 and (y) if the number determined by dividing the Stock Value by the Average W. P. Xxxxx Trading Price is greater than or equal to 0.1842, the Exchange Ratio shall be 0.1842. Notwithstanding anything herein to the contrary, each share of CPA16 Common Stock that is owned by X. X. Xxxxx or any X. X. Xxxxx Subsidiary immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist without any conversion thereof or payment therefor.
Per Share Merger Consideration. The Company Shares will be converted into the respective rights to receive the following Per Share Merger Consideration, which shall be payable in cash, Parent Shares or a combination thereof, as provided, and subject to the limitations set forth, below:
Per Share Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, the Company or the respective shareholders thereof, each of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) (all such shares, excluding the Dissenting Shares, the “Converted Company Shares”) shall be converted into the right to receive the following consideration:
