Company Common Stock Sample Clauses
Company Common Stock. “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.
Company Common Stock. Each share of Company Common Stock that is outstanding immediately prior to the Effective Time (excluding (A) Cancelled Company Shares, and (B) any Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon, which shall be payable upon the surrender of the certificate evidencing such share of Company Common Stock in the manner provided in Section 3.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.10).
Company Common Stock. Each outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) will be cancelled and extinguished and will be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Company Common Stock, (A) the Per Share Stock Consideration and (B) the Per Share Cash Consideration.
Company Common Stock. Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be exchanged for the right to receive a pro-rata portion of a total of 1,820,000 shares of Parent Common Stock.
Company Common Stock. The shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and at the Effective Time, such shares shall remain issued and outstanding.
Company Common Stock. Each share of Company Common Stock that is outstanding immediately prior to the Effective Time (other than (A) shares of Company Common Stock owned by Parent, Acquisition Sub or the Company, or by any direct or indirect wholly-owned Subsidiary of Parent, Acquisition Sub or the Company, in each case immediately prior to the Effective Time, and (B) any Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon, upon the surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 3.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.10).
Company Common Stock. 1.01(a) Company Disclosure Schedule........................... Article III
Company Common Stock. Preamble............................................1
Company Common Stock. Except as provided in Section 3.1(c) and Section 3.2(d) hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one (1) share of Parent Common Stock.
Company Common Stock. Subject to Sections 2.1(b) and (c) hereof, each share of Company Common Stock issued and outstanding as of the Effective Time (excluding any shares described in Sections 2.1(d) and (e) and any Dissenting Shares) (the "Outstanding Company Stock") shall be converted, subject to the terms hereof, into the right to receive the following: (i) Two Dollars and Eighty One Cents ($2.81) in cash, without interest; and (ii) that number of shares of Acquiror Common Stock equal to Two Dollars and Eighty One Cents ($2.81) divided by the Acquiror Average Closing Price (as defined below) ((i) and (ii) collectively, as adjusted pursuant to Sections 2.1(b) and (c) below, the "Per Share Amount"). All such shares of Company Common Stock shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent only the right to receive the Merger Consideration pursuant to Section 2.2 below. The holders of certificates previously evidencing such shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided herein or by law. For purposes of this Agreement, the "Acquiror Average Closing Price" shall be the average of the reported closing prices of a share of Acquiror Common Stock on the National Association of Securities Dealers Automated Quotation System/National Market System ("NASDAQ") (or the last bid price in the absence of a trade) during the twenty (20) consecutive trading days ending on such trading day which is seven (7) days prior to the date of the Stockholders' Meeting (the "Determination Date").