Conversion of Shares. (a) Subject to Sections 1.8(c) and 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Conexant Systems Inc), Agreement and Plan of Merger and Reorganization (Quokka Sports Inc), Registration Rights Agreement (Puma Technology Inc)
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.8(a), 1.9 and 1.91.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Titan Corp), Agreement and Plan of Merger (Titan Corp), Escrow Agreement (Copper Mountain Networks Inc)
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.9, 1.10 and 1.91.12, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 4 contracts
Samples: Voting Agreement (Entropic Communications Inc), Voting Agreement (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Entropic Communications Inc)
Conversion of Shares. (a) Subject to Sections 1.8(c1.5(b), 1.5(c) and 1.91.5(d), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Quantum Corp /De/), Agreement and Plan of Merger and Reorganization (Meridian Data Inc), Agreement and Plan of Merger and Reorganization (Snap Appliances Inc)
Conversion of Shares. (a) Subject to Sections 1.8(c1.5(d) and 1.91.8, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 3 contracts
Samples: Merger Agreement (Abb Asea Brown Boveri LTD), Agreement and Plan of Merger (Cadence Design Systems Inc), Merger Agreement (Paradigm Technology Inc /De/)
Conversion of Shares. (a) Subject to Sections 1.8(c) and 1.9Section 2.7, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubPurchaser, the Company or any shareholder stockholder of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cti Biopharma Corp), Agreement and Plan of Merger (Cti Biopharma Corp)
Conversion of Shares. (a) Subject to Sections 1.8(c) 2.08 and 1.92.11, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mellanox Technologies, Ltd.), Agreement and Plan of Merger
Conversion of Shares. (a) Subject to the other provisions of this Section 1.7 (including Sections 1.8(c1.7.1(h) and 1.91.7.2) and Article VIII, at the Effective Time, by virtue of the Merger and without any further action on the part of ParentAcquiror, Merger Sub, the Company or any shareholder of the CompanyStockholder:
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Gilead Sciences Inc)
Conversion of Shares. (a) Subject to Sections 1.8(c) and 1.93.2 hereof, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the any Company or any shareholder of the CompanyStockholder:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ameritrans Capital Corp), Ameritrans Capital Corp
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.5(c), 1.8(b), 1.9 and 1.910, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc)
Conversion of Shares. (a) Subject to Sections 1.8(c) and 1.9, 1.10 and 1.11 at the Effective Time, by virtue of the First Step Merger and without any further action on the part of Parent, Merger SubSub I, the Company or any shareholder of the CompanyCompany Stockholder:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Poseida Therapeutics, Inc.)
Conversion of Shares. (a) Subject to Sections 1.8(c) and 1.9Section 1.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:Stockholder (as defined in Section 1.5(d)):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conexant Systems Inc), Agreement and Plan of Merger (Acquicor Technology Inc)
Conversion of Shares. (a) Subject to Sections 1.8(cSection 1.10(a) and 1.9Section 1.14, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the CompanyShareholder:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Luminex Corp), Agreement and Plan of Merger (Luminex Corp)
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.8(a), 1.9 and 1.91.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Vitesse Semiconductor Corp)
Conversion of Shares. (a) Subject to Sections 1.8(c) and 1.9, at the Effective TimeTime of Merger I, by virtue of the Merger I and without any further action on the part of Parent, Merger SubSub I, the Company or any shareholder of the Company:
Appears in 1 contract
Samples: Escrow Agreement (Graphon Corp/De)
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.9 and 1.91.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the CompanyCompany Shareholder:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections Section 1.8(c) and 1.9), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:Company (each a "Shareholder" and collectively, the "Shareholders"):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Placeware Inc)
Conversion of Shares. (a) Subject to Sections 1.8(c) and 1.9Section 1.8, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the CompanyShareholder:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c) Section 2.3, Section 2.5 and 1.9ARTICLE VII, at the Effective TimeTime of the Merger, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the CompanyShareholder:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (CannaVEST Corp.)
Conversion of Shares. (a) Subject to Sections 1.8(c1.7(b) and 1.91.8, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Samples: Ebay Inc
Conversion of Shares. (a) Subject to Sections 1.8(c) and Section 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of ParentNaviSite, Merger Sub, the Company or any shareholder of the Company:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c1.5(c) and 1.91.7, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Companyother Person:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c) 2.08 and 1.92.11, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Avago Technologies LTD)
Conversion of Shares. (a) Subject to Sections 1.8(c1.9(c) and 1.91.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parentthe Company, Merger Sub, the Company or any shareholder of the CompanyCompany (the "Company Shareholders"), Terayon or Merger Sub,:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)
Conversion of Shares. (a) Subject to Sections 1.8(c1.5(c), 1.7, 1.12(c) and 1.91.13, at on the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company Target or any shareholder stockholder of the CompanyTarget:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Walker Interactive Systems Inc)
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.5(b), 1.5(c), 1.8 and 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c1.9(c) and 1.91.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:Company (the "Company Shareholders"), or any holders of options to purchase shares of the Company (the "Company Option Holders"):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.5(c), 1.8 and 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sorrento Networks Corp)
Conversion of Shares. (a) Subject to Sections 1.8(c) and 1.9Section 1.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.6, 1.8, 1.9, 1.10, 1.11, 1.12, 1.13, 1.14 and 1.910.1, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company, any stockholder of the Company or any shareholder of the Companyother Person:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Indie Semiconductor, Inc.)
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.5(c), 1.5(d), 1.5(f), 1.9 and 1.910, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c1.8(e) and 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubMergerSub, the Company or any shareholder Stockholder of the Company:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.5(c), 1.8(a), 1.8(b), and 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c) and 1.9Section 1.7, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Digitalthink Inc)
Conversion of Shares. (a) Subject to Sections 1.8(c1.5(b)(xxii) and 1.91.10, at the Effective TimeTime of Merger I, by virtue of the Merger I and without any further action on the part of Parent, Merger SubSub I, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Borland Software Corp)
Conversion of Shares. (a) Subject to Sections Section 1.8(c) and 1.9), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder Stockholder of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Documentum Inc)
Conversion of Shares. (a) Subject to Sections 1.8(c1.9(c) and 1.91.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c1.6, 1.9(c) and 1.9Section 1.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c) and 1.5(b), 1.8, 1.9, 1.11 and 1.14 at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the CompanyCompany Stockholder:
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Dot Hill Systems Corp)
Conversion of Shares. (a) Subject to Sections 1.5(b), 1.8(c) and 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the CompanyCompany Stockholder:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.10 and 1.91.11, and subject to the provision for adjustment set forth below in Section 1.5(e), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the CompanyCompany Stockholder:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Newlink Genetics Corp)
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.5(c), 1.9 and 1.91.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the CompanyStockholder:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Blue Martini Software Inc)
Conversion of Shares. (a) Subject to Sections 1.8(c1.8(a) and 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of ParentHoldings, Merger SubCLS Labs, the Company Merger Sub or any shareholder of the CompanyMerger Sub:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.5(c), 1.5(d), 1.9 and 1.99, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c) and 1.9the provisions of this Article 1, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alphatec Holdings, Inc.)
Conversion of Shares. (a) Subject to Sections 1.8(c1.10(c) and 1.91.11, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Broadsoft Inc)
Conversion of Shares. (a) Subject to Sections 1.8(c1.9(c) and 1.91.10, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:Company (the "Company Stockholders"):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Terayon Communication Systems)
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.8(b), 1.9 and 1.910, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.7, 1.8 and 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company Company, the Principal Shareholder or any other shareholder of the Company:
Appears in 1 contract
Conversion of Shares. (a) Subject to Sections 1.8(c) 1.5(b), 1.5(c), 1.10(c), 1.11, 1.12 and 1.97, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder stockholder of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dot Hill Systems Corp)
