Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive (without interest) (A) an amount equal to the Per Share Base Consideration, as adjusted by the Closing Escrow Amount as contemplated in Section 8.1(a) of the Agreement, and (B) subject to the provisions of Section 2.8, the Per Share Contingent Consideration, as adjusted by the Applicable Escrow Amounts as contemplated in Section 8.1(a) of the Agreement.
Target Common Stock. Each issued and outstanding share of common stock, par value $.01 per share, of Target ("Target Common Stock") (other than the following shares of Target Common Stock which shall be cancelled: (i) Dissenting Shares (as defined in Section 1.7(a)) and (ii) shares of Target Common Stock held directly or indirectly by Purchaser except for such shares held in a fiduciary capacity or in satisfaction of a debt previously contracted), shall be converted into and exchangeable for the Merger Consideration (as herein defined). The "Merger Consideration" shall consist of (i) .7766 of one (1) share of common stock, par value $.01 per share, of Purchaser ("Purchaser Common Stock") for each share of Target Common Stock (the "Exchange Ratio"), plus (ii) cash in lieu of any fractional share of Purchaser Common Stock as provided in Section 1.5. The Merger Consideration shall be paid to the holders of Target Common Stock as provided in Section 1.6. All of the shares of Target Common Stock converted into and exchangeable for the Merger Consideration pursuant to this Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Target Common Stock shall thereafter represent the right to receive the Merger Consideration pursuant to this Section 1.3(a).
Target Common Stock. Each share of capital stock of Target (a "Target Share") issued and outstanding immediately prior to the Effective Time (other than any such shares owned by Target, which shall be cancelled) shall be converted into such number of fully paid and non-assessable shares of Series C Convertible Preferred Stock of Parent, par value $0.01 per share, as is equal to the quotient obtained by dividing 8,000,000 by the aggregate number of shares of capital stock of Target outstanding at the Effective Time (the "Per Share Merger Consideration"). From and after the Effective Time, all of the certificates representing the outstanding Target Shares shall be deemed to be no longer outstanding, not be transferable on the books of the Surviving Corporation, and shall represent solely the Per Share Merger Consideration.
Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to the Closing Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the following:
Target Common Stock. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares) shall be converted and exchanged into the right to receive an amount per share in cash equal to the consideration reflected in the Target Capitalization Spreadsheet, plus or minus, as applicable, the Pro Rata Portion, in cash, of any Working Capital Adjustment and less the Escrow Amount, plus any consideration required to be released from the Escrow Fund in accordance with Article IX of this Agreement and the Escrow Agreement (as hereinafter defined).
Target Common Stock. Except as set forth in § 3(e) and subject to the terms and conditions of this Agreement, in exchange for Certificates and/or affidavits representing all of its outstanding Target Common Stock (other than Dissenting Shares) delivered to the Exchange Agent pursuant to this Agreement, each Target Common Stockholder shall be entitled to receive an amount in cash equal to the Per Share Merger Consideration multiplied by the number of shares of Target Common Stock owned by such Target Common Stockholder as reflected in the capitalization table attached hereto as Exhibit D. Pursuant to § 2(e)(ii), Parent shall transfer via wire transfer in immediately available funds the Exchange Amount to a single account specified in writing by the Exchange Agent. The Target Common Stockholder Merger Consideration shall be payable from the Exchange Amount following the Effective Time by the Exchange Agent to the Target Common Stockholders (other than Dissenting Stockholders) pursuant to the terms of this Agreement.
Target Common Stock. Each share of Target Common Stock issued and outstanding as of the Effective Time (excluding Dissenting Shares) shall be converted and exchanged into the right to receive an amount in cash equal to: following the end of the Earn-Out Period the Common Per Share Earn-Out Consideration, if any (the “Common Per Share Consideration”).
Target Common Stock. The Seller owns beneficially, and will own of record and beneficially at the Closing Date, the number of Target Common Stock set forth next to its name in SECTION 4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), claims, Taxes, Security Interests, options, warrants, rights, contracts, calls, commitments, equities, and demands. The Seller is not a party to any option, warrant, right, contract, call, put, or other agreement or commitment providing for the disposition or acquisition of any capital stock of Target (other than this Agreement). Except as set forth in SECTION 3(a)(iv) the Disclosure Schedule, the Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.
Target Common Stock. Each issued and outstanding share of Target Common Stock (other than shares canceled in accordance with Section 2.1(b) and Dissenting Shares as defined in Section 2.1(e)) shall be converted into the right to receive 0.0006262 fully paid and nonassessable shares of common stock, $0.001 par value, of Buyer ("Buyer Common Stock"). The foregoing conversion ratio shall be subject to adjustment to reflect any stock split or stock dividend with respect to Target Common Stock effected between the date of this Agreement and the Effective Time.
Target Common Stock. Target Common Stock" shall have the meaning assigned that term in Section 2.6(a).
