Common use of Per Share Merger Consideration Clause in Contracts

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. Subject (a) As of the Effective Time, pursuant to this Agreement and by virtue of the allocation Merger and election procedures set forth in Section 4.2(bwithout any further action on the part of W. X. Xxxxx, CPA18, Merger Sub, any other W. X. Xxxxx Subsidiary or any stockholder of CPA18 (the stockholders of CPA18, the "CPA18 Stockholders"), each share of the (i) Class A common stock, $0.001 par value $0.16 2⁄3 per share, of CPA18 ("CPA18 Class A Common Stock") and (ii) Class C common stock, $0.001 par value per share, of CPA18 ("CPA18 Class C Common Stock," and together with the Company (each a “Company Share”, and collectivelyCPA18 Class A Common Stock, the “Company Shares”"CPA18 Common Stock") issued and outstanding immediately prior to the Effective Time (other than Appraisal Sharesshall be cancelled and, Company Shares owned by Parentin exchange for cancellation of such share, 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”) rights attaching to such share shall be converted intoautomatically into the right to receive, and become exchangeable for either in accordance with the terms of this Agreement, (iA) $152.27 0.0978 shares (the “Cash Consideration”) or (ii) 1.87 (the “"Exchange Ratio”") of a validly issued, fully paid and non-assessable share of W. P. Cxxxx Common Stock (the “"Stock Consideration”"); and (B) of common stock$3.00 in cash, par value $0.01 per share, of Parent (each, a “Parent Share” and collectively, the “Parent Shares”). The applicable Stock Consideration and/or Cash Considerationtogether with any amounts payable pursuant to Section 1.2, in each case instance, without interestinterest (the "Cash Component," and together with the Stock Consideration, the “"Per Share Merger Consideration”" (which, for the avoidance of doubt, is subject to adjustment as set forth in Section 1.7 and Section 1.8(e))), payable in the manner set forth in Section 1.8. At Notwithstanding anything herein to the contrary, each share of CPA18 Common Stock that is owned by W. X. Xxxxx or any W. X. Xxxxx Subsidiary immediately prior to the Effective Time, all of the Company Shares (other than Excluded Company Shares) Time shall cease to no longer be outstanding, outstanding and shall automatically be cancelled and retired and shall cease to existexist without any conversion thereof or payment therefor. Notwithstanding anything contained herein to the contrary, if at any time from and each certificate (a “Certificate”) formerly representing after the date hereof and through and including Closing, CPA18 pays any of the Company Sharesdividends on, and each non-certificated Company Share represented by book entry (eachor makes any other distributions in respect of, a “Book Entry Company Share”), CPA18 Common Stock (other than the payment of the quarterly dividends set forth in each case those representing Excluded Company SharesSchedule 1.6(a) of the CPA18 Disclosure Letter having record and payment dates that are consistent with past practices), including but not limited to, as a direct or indirect result of the consummation of the sale or disposition of any Sale Properties, then the Cash Component otherwise payable hereunder shall thereafter represent only be reduced on a dollar-for-dollar basis by 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 per-share value of fractional shares into which such Company Shares have been converted pursuant to this Section 4.1(a) and (B) any distribution dividend or dividend pursuant to Section 4.2(c)distribution.

Per Share Merger Consideration. Subject to the allocation and election procedures set forth in Section 4.2(b‎4.2(b), each share of the common stock, par value $0.16 2⁄3 0.01 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 wholly-owned Subsidiary of Parent and Company Shares owned by the Company or any direct or indirect wholly wholly-owned Subsidiary of the Company, and in each case, case not held on behalf of third parties (each Company Share referred to in this parenthetical, an “Excluded Company Share” and collectively, “Excluded Company Shares”)) shall be converted into, and become exchangeable for for, either (i) $152.27 37.30 in cash (the “Cash Consideration”) or (ii) 1.87 0.4350 (the “Exchange Ratio”) of a share (the “Stock Consideration” and the applicable of the Stock Consideration and the Cash Consideration, the “Per Share Merger Consideration”) of common stock, par value $0.01 0.16⅔ per share, of Parent (each, a “Parent Share” and collectively, the “Parent Shares”). The applicable Stock Consideration and/or Cash Consideration, in the case of each case of clause (i) and clause (ii), 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(e‎4.2(e) cash in lieu of fractional shares into which such Company Shares have been converted pursuant to this Section 4.1(a‎4.1(a) and (B) any distribution or dividend pursuant to Section 4.2(c‎4.2(c).

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 0.01 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 wholly-owned Subsidiary of Parent and Company Shares owned by the Company or any direct or indirect wholly wholly-owned Subsidiary of the Company, and in each case, case not held on behalf of third parties (each Company Share referred to in this parenthetical, an “Excluded Company Share” and collectively, “Excluded Company Shares”)) shall be converted into, and become exchangeable for for, either (i) $152.27 37.30 in cash (the “Cash Consideration”) or (ii) 1.87 0.4350 (the “Exchange Ratio”) of a share (the “Stock Consideration” and the applicable of the Stock Consideration and the Cash Consideration, the “Per Share Merger Consideration”) of common stock, par value $0.01 0.16 2⁄3 per share, of Parent (each, a “Parent Share” and collectively, the “Parent Shares”). The applicable Stock Consideration and/or Cash Consideration, in the case of each case of clause (i) and clause (ii), 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).