Common use of Share Conversion Clause in Contracts

Share Conversion. At the Closing Date, by virtue of the Merger and without any action on the part of the holder of any share of capital stock of any corporation, each issued and outstanding share of capital stock of the Company shall be converted into the right to receive a portion of the consideration payable pursuant to Section 2.1(k) determined by dividing the aggregate consideration so payable by the number of Company Shares outstanding at the Closing Date; provided, however, that each share of capital stock of the Company which is owned directly or indirectly by the Company (treasury stock) immediately prior to the Closing Date, if any, shall be cancelled and retired, and no cash, PentaStar Shares or other consideration shall be delivered or payable in exchange therefor. Each share of the capital stock of the Acquiror issued and outstanding immediately prior to the Closing Date shall remain issued and outstanding.

Appears in 2 contracts

Samples: Pentastar Communications Inc, Pentastar Communications Inc

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Share Conversion. At the Closing Date, by virtue of the Merger and without any action on the part of the holder of any share shares of capital stock of any corporation, each issued and outstanding share of capital stock of the Company shall be converted into the right to receive a portion of the consideration payable pursuant to Section 2.1(k) determined by dividing the aggregate consideration so payable by the number of Company Shares outstanding at the Closing Date); provided, however, that each share of capital stock of the Company which is issued and outstanding immediately prior to the Closing Date and owned directly or indirectly by the Company (treasury stock) immediately prior to the Closing Date), if any, shall be cancelled and retired, and no cash, PentaStar Shares or other consideration shall be delivered or payable in exchange therefor. Each share of the capital stock of the Acquiror issued and outstanding immediately prior to the Closing Date shall remain issued and outstanding.

Appears in 1 contract

Samples: Pentastar Communications Inc

Share Conversion. At the Closing Date, by virtue of the Merger and without any action on the part of the holder of any share of capital stock of any corporation, each issued and outstanding share of capital stock of the Company shall be converted into the right to receive a portion of the consideration payable pursuant to Section 2.1(k) determined by dividing the aggregate consideration so payable by the number of Company Shares outstanding at the Closing Date; provided, however, that each share of capital stock of the Company which is owned directly or indirectly by the Company (treasury stock) immediately prior to the Closing Date, if any, shall be cancelled and retired, and no cash, PentaStar Shares or other consideration shall be delivered or payable in exchange therefor. Each share of the capital stock of the Acquiror issued and outstanding immediately prior to the Closing Date shall remain issued and outstanding.of

Appears in 1 contract

Samples: Pentastar Communications Inc

Share Conversion. At the Closing Date, by virtue of the Merger and without any action on the part of the holder of any share of capital stock of any corporation, each issued and outstanding share of capital stock of the Company shall be converted into the right to receive a portion of the consideration payable pursuant to Section 2.1(k) determined by dividing the aggregate consideration so payable by the number of Company Shares outstanding at the Closing Date; provided, however, that each share of capital stock of the Company which is owned directly or indirectly by the Company (treasury stock) immediately prior to the Closing Date, if any, shall be cancelled and retired, and no cash, PentaStar Shares or other consideration shall be delivered or payable in exchange therefor. Each share of the capital stock of the Acquiror issued and outstanding immediately prior to the Closing Date shall remain issued and outstanding.other

Appears in 1 contract

Samples: Pentastar Communications Inc

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Share Conversion. At the Closing Date, by virtue of the Merger and without any action on the part of the holder of any share shares of capital stock of any corporation, each issued and outstanding share of capital stock of the Company shall will be converted into the right to receive a portion of the consideration payable pursuant to Section 2.1(k) determined by dividing the aggregate consideration so payable by the number of shares of capital stock of the Company Shares outstanding at the Closing Date; provided, however, that each issued and outstanding share of the capital stock of the Company which is owned directly or indirectly by the Company (as treasury stock) immediately prior to the Closing Date, if any, shall will be cancelled and retired, and no cash, PentaStar Shares or other consideration shall be delivered or payable in exchange therefor. Each share of the capital stock of the Acquiror PentaStar issued and outstanding immediately prior to the Closing Date shall will remain issued and outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pentastar Communications Inc)

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