Stock of the Company. (a) Except as provided in subparagraph (b), at the Effective Time each share of Common Stock which is outstanding immediately before the Effective Time will be converted into and become the right to receive a sum in cash equal to the Tender Offer Price (the "Merger Price").
Stock of the Company. As of the date hereof, the entire outstanding capital stock of the Company consists of: (i) Series C Cumulative Convertible Preferred Stock, 2,000,000 shares outstanding; and (ii) Common Stock, 30,419,774 shares outstanding.
Stock of the Company. (a) The authorized capital stock of the Company consists in its entirety of Two Hundred (200) shares of Company Common Stock, of which One Hundred (100) shares of Company Common Stock are validly issued and outstanding, fully paid and nonassessable. The Company does not have any outstanding subscription, warrants, convertible securities, obligations, options or rights entitling others to acquire shares of capital stock of the Company, or any outstanding securities, options, warrants, rights or other instruments convertible into shares of capital stock of the Company.
Stock of the Company. The number of shares of Company Common Stock beneficially owned by such Shareholder is as identified on the signature page(s) hereof opposite the respective Shareholder's name. The shares of Company Common Stock beneficially owned by such Shareholder are owned free and clear of all liens, claims, options, encumbrances or restrictions whatsoever. Such Shareholder has the full legal right and power and all authorizations and approvals required by law or otherwise to sell, transfer and deliver such shares hereunder and to make the representations, warranties and agreements set forth in this Agreement. Except with respect to the shares of Company Common Stock identified on the signature page(s) hereof opposite such Shareholder's name, such Shareholder has no outstanding claim against the Company or any right whatsoever with respect to any shares of the capital stock of the Company, including without limitation any option, warrant or other right to acquire shares of the capital stock of the Company or any securities, options or other instruments convertible or exchangeable into shares of capital stock of the Company. Except as set forth in that certain Shareholders' Agreement of Company disclosed on Schedule 3.32, no Shareholder has granted any option or other right to acquire from such other Shareholder any shares of Company Common Stock.
Stock of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition or the Company or any holder of any securities of any of the foregoing:
Stock of the Company. (a) Except as provided in Sections 1.7(e) and 1.7(f), at the Effective Time each share of Company Common Stock which is outstanding immediately before the Effective Time will be converted into and become the right to receive, the number (the "Exchange Ratio") of shares of Pulte Common Stock, described in Section 1.7(b) below (the "Merger Consideration").
Stock of the Company. Xxxxxx and the Company agree that if, at any time prior to November 1, 2001, (i) Xxxxxx materially breaches the Agreement and such breach is not cured within 10 days after written notice of such breach, or (ii) Xxxxxx voluntarily terminates his employment with the Company (other than on account of death or material disability), then the Company shall have the option to purchase all of the 300,000 shares of common stock of the Company issued to Xxxxxx and/or Med Associates, Inc. ("Med") pursuant to that certain Asset Purchase Agreement dated as of November 1, 1997, as amended. The purchase price for such shares shall be $.001 per share. Until the time for the exercise of such option has expired, neither Xxxxxx nor Med may assign or transfer any rights or interests in or to such shares. The Company may exercise such option by giving Xxxxxx or Med written notice on or before May 1, 2001.
Stock of the Company. (a) Subject to Sections 1.6(c), 1.14 and 1.15, at the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company, Parent or Merger Sub, each share of common stock of the Company (“Company Common Stock”), par value $0.01 per share, which is outstanding immediately before the Effective Time will be converted into and become the right to receive either (i) 0.885 duly authorized and issued and fully paid and non-assessable shares (the “Merger Consideration”) of Class A common stock of Parent (“Parent Class A Stock”), par value $0.10 per share (the number of shares of Parent Class A Stock to be issued with regard to a share of Company Common Stock being the “Exchange Ratio”) or (ii) the Cash Payment Amount pursuant to Section 1.15.
Stock of the Company. (a) Except as provided in Sections 1.6(b) and (c), at the Effective Time, each share of common stock of the Company, par value $.10 per share, ("Company Common Stock"), that is outstanding immediately before the Effective Time will be converted into and become the right to receive 0.22 (as adjusted pursuant to the immediately succeeding sentence) (the "Exchange Ratio") of a share of common stock, par value $.001 per share, of Parent (such shares, together with the associated rights (the "Parent Shareholder Rights") pursuant to the Amended and Restated Shareholder Rights Agreement, dated as of January 19, 1999, by and between CMAC Investment Corporation (predecessor to Parent) and the Bank of New York, as Rights Agent thereunder, the "Parent Common Stock"), together with any associated Parent Shareholder Rights. If the Singer September 30 Net Worth (as defined herein) shall be less than $36 million, then the Exchange Ratio shall be reduced to equal 0.22 minus the quotient (rounded to the nearest four decimal places) obtained by dividing (1) the quotient obtained by dividing (a) the difference between $36 million and the Singer September 30 Net Worth by (b) 38,500,000, by (2) the Starting Price (as defined herein).
Stock of the Company. (a) Except as provided in subparagraphs (d), (f) and (g) and Paragraph 1.9, at the Effective Time each share of Common Stock of the Company ("U.S. Home Common Stock"), par value $ .01 per share, which is outstanding immediately before the Effective Time will be converted into and become the right to receive, (i) the number of shares of common stock of Lennar ("Lennar Common Stock"), par value $.10 per share, described in subparagraph (b) (the "Stock Consideration"), plus (ii) $18 in cash (the "Cash Consideration"). Each share which receives that consideration is a "Non-Election Share."
