Status and Conversion of Securities. The manner and basis of converting the shares of the capital stock of the Company and Purchaser (and rights to acquire common stock) and the amount of consideration which the holders of the Company Common Shares (or holders of options or warrants to acquire company common shares) are to receive in exchange for such securities are as follows:
Status and Conversion of Securities. At the Closing Date and upon the effectiveness of the Merger:
Status and Conversion of Securities. The status of the outstanding ----------------------------------- capital stock of each of the Constituent Corporations and the manner and basis of converting the shares of capital stock of each of the Constituent Corporations into or for shares of capital stock of the Surviving Corporation or into or for Parent Shares or cash (for fractional shares), as the case may be, at the Effective Time shall be as follows:
Status and Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holders therefor:
Status and Conversion of Securities. The manner and basis of converting the shares of the capital stock of the Constituent Corporations in the Merger and the nature and amount of securities of the Parent which the holders of shares of Company Common Stock are to receive in exchange for such shares in the Merger are as follows:
Status and Conversion of Securities. The manner of converting or canceling the Capital Securities of the Company and Merger Sub in the Merger shall be as set forth below in this Section 2.4.
Status and Conversion of Securities. 12 Section 3.1
Status and Conversion of Securities. The manner of converting or canceling the shares of the Company and Buyer Sub in the Merger shall be as set forth below. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:
Status and Conversion of Securities. The manner and basis of converting the OMA Membership Interest and the 1 Touch Membership Interests, and the nature and amount of the membership interests of the Surviving Company which the holders of shares of OMA are to receive in exchange for the OMA Membership Interest are as follows:
Status and Conversion of Securities. (a) CONVERSION OF BEAR LAKE STOCK INTO RIGHT TO RECEIVE MERGER CONSIDERATION. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $.001 per share, of Bear Lake ("Bear Lake Common Stock"), all of the shares of Bear Lake Common Stock issued and outstanding immediately prior to the Effective Time (other than Bear Lake Common Stock owned by SWAC, Dissenting Shares (as that term is hereinafter defined), and Bear Lake Common Stock held in the treasury of Bear Lake), shall be converted into the right to receive in cash, without interest thereon, from Xxxxx & Wesson an aggregate amount of $102,000,000 (the "Merger Consideration") as follows: each holder shall be entitled to such amount per share of Bear Lake Common Stock (the "Per Share Merger Consideration") that is determined by dividing (i) the Merger Consideration less (A) the amount, if any, of any Bear Lake Indebtedness, (B) the amount of any Option Payments (as that term is hereinafter defined), and (C) the amount paid into the Environmental Escrow pursuant to Section 4.3(j), by (ii) the number of shares of Bear Lake Common Stock issued and outstanding immediately prior to the Effective Time; except that any shares of Bear Lake Capital Stock held in the treasury of Bear Lake shall be cancelled and all rights in respect thereof shall cease to exist and no Merger Consideration or other property shall be issued with respect thereto. As of the Effective Time, all shares of Bear Lake Capital Stock (as that term is hereinafter defined) shall no longer be outstanding, shall be automatically cancelled, and shall cease to exist, and each holder of any such shares of Bear Lake Capital Stock shall cease to have any rights with respect thereto, except the right of holders of Bear Lake Common Stock to receive the Merger Consideration.
