Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b) and other than Dissenting Shares) shall be converted into the right to receive the Per Share Amount in cash, without interest (the "Merger Consideration").

Appears in 3 contracts

Sources: Merger Agreement (Liberty Technologies Inc), Merger Agreement (Liberty Technologies Inc), Merger Agreement (Crane Co /De/)

Conversion of Company Common Stock. Each Except as otherwise provided in Section 3.1(b), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b) and other than Dissenting Shareseach, a “Share”) shall be converted into and represent the right to receive the Per Share Amount in cashreceive, without interest and will be exchangeable for, 1.4 shares (the "“Common Stock Exchange Ratio”) of validly issued, fully paid and nonassessable shares of Acquiror Common Stock, subject to adjustment pursuant to Section 3.2 (the “Merger Consideration").

Appears in 3 contracts

Sources: Merger Agreement (Digital Angel Corp), Merger Agreement (Applied Digital Solutions Inc), Merger Agreement (Applied Digital Solutions Inc)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b3.1(b)) and other than Dissenting (collectively, the "Exchanging Company Shares") shall be converted into the right to receive 0.1501 (the Per Share Amount in cash, without interest "Exchange Ratio") shares of Parent Common Stock (the "Merger Consideration").

Appears in 2 contracts

Sources: Merger Agreement (Krispy Kreme Doughnuts Inc), Merger Agreement (Montana Mills Bread Co Inc)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares or shares to be canceled in accordance with pursuant to Section 2.01(b) and other than Dissenting Shares1.7(f)) shall be converted automatically into and shall thereafter represent the right to receive the Per Share Amount $51.35 in cash, without interest (the "Merger Consideration").

Appears in 2 contracts

Sources: Merger Agreement (Healthequity, Inc.), Merger Agreement (Wageworks, Inc.)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) Cancelled Shares and other than Dissenting Shares) shall will be converted into the right to receive the Per Share Amount $2.00 in cash, without interest (such amount per share, the "Merger Consideration").

Appears in 2 contracts

Sources: Merger Agreement (Apex Global Brands Inc.), Merger Agreement (Apex Global Brands Inc.)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) Cancelled Shares and other than Dissenting Shares) shall will be converted into the right to receive the Per Share Amount $2.50 in cash, without interest (the "Merger Consideration").

Appears in 2 contracts

Sources: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.)

Conversion of Company Common Stock. Each issued and then outstanding share of Company Common Stock (other than shares cancelled and retired pursuant to be canceled in accordance with Section 2.01(b2.1(b) and other than Dissenting Shares) hereof), shall be converted into and become the right to receive the Per Share Amount in cash, without interest (the "REIT Merger Consideration").

Appears in 2 contracts

Sources: Merger Agreement (RFS Hotel Investors Inc), Merger Agreement (CNL Hospitality Properties Inc)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) and other than Dissenting Excluded Shares) shall automatically be converted into the right to receive the Per Share Amount cash in cashan amount, without interest interest, equal to the Tender Offer Price (the "Merger Consideration"Price”).

Appears in 2 contracts

Sources: Merger Agreement (Javelin Mortgage Investment Corp.), Agreement and Plan of Merger (Armour Residential REIT, Inc.)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) Cancelled Shares and other than Dissenting Shares) shall be converted into the right to receive the Per Share Amount in cash, without interest receive: (i) one hundred (100) (the "“Exchange Ratio”) shares of Parent Common Stock (the “Merger Consideration"”); and (ii) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of Company Common Stock in accordance with Section 2.02(g).

Appears in 2 contracts

Sources: Merger Agreement (American Resources Corp), Merger Agreement (American Resources Corp)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding (other than shares to be canceled in accordance with Section 2.01(b) and other than Dissenting Shares3.01(b)) shall be converted into the right to receive the Per Share Amount in cash, without interest $29.00 per share (the "Merger Consideration")) in cash without interest. As of the Effective Time, all such shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration without interest.

Appears in 2 contracts

Sources: Merger Agreement (Proassurance Corp), Merger Agreement (Proassurance Corp)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (including Shares subject to vesting or other than shares to be canceled in accordance with Section 2.01(brestrictions (the “Company Restricted Stock”)) and other than Dissenting Shares(each, a “Share”) shall be converted into and represent the right to receive the Per Share Amount in cashreceive, without interest and will be exchangeable for, .5 shares (the "“Common Stock Exchange Ratio”) of validly issued, fully paid and nonassessable shares of Acquiror Common Stock, subject to adjustment pursuant to Section 3.2 (the “Merger Consideration").

Appears in 2 contracts

Sources: Merger Agreement (VeriChip CORP), Merger Agreement (Steel Vault Corp)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares issued and outstanding immediately prior to be canceled in accordance with Section 2.01(b) and other than Dissenting Shares) the Effective Time shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive 1.2582 shares of the Per Share Amount in cash, without interest Parent Common Stock (the "Merger Consideration"). The Merger Consideration shall be distributed to such holders upon the terms and subject to the conditions of this Agreement and the Reorganization Agreement.

Appears in 2 contracts

Sources: Merger Agreement (Henry Bros. Electronics, Inc. / VA), Merger Agreement (JMA Associates, Inc.)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock that is issued and outstanding immediately prior to the First Effective Time (other than shares to be canceled in accordance with Section 2.01(b) and other than Dissenting Cancelled Shares) shall shall, subject to the terms and conditions of this Agreement, be converted into the right to receive (without interest) the following consideration, payable as set forth herein: a certificate or book entry reflecting, for each share of Company Common Stock, a number of shares of Parent Common Stock equal to the Per Common Share Amount in cash, without interest (the "Merger Stock Consideration").

Appears in 1 contract

Sources: Merger Agreement (Absci Corp)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b2.1(a)(ii) and other than Dissenting Appraisal Shares) shall be converted into the right to receive (A) cash in an amount equal to the Common Stock Per Share Cash Amount in cash, without interest and (B) the "Merger Consideration"number of shares of Parent Common Stock equal to the Common Stock Per Share Stock Amount. Notwithstanding clause “(B).” of

Appears in 1 contract

Sources: Merger Agreement (Nektar Therapeutics)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled cancelled in accordance with Section 2.01(b2.1(b) and other than Dissenting Shares) shall be converted into automatically into, and shall thereafter represent the right to receive the Per Share Amount receive, subject to Section 2.4, an amount in cash, cash equal to $19.25 without interest (collectively, the "Merger Consideration").

Appears in 1 contract

Sources: Merger Agreement (Zygo Corp)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding (other than shares to be canceled in accordance with Section 2.01(b) and other than Dissenting Shares3.01(b)) shall be converted into the right to receive the Per Share Amount in cash, without interest $29.00 per share (the "Merger Consideration")”) in cash without interest. As of the Effective Time, all such shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration without interest.

Appears in 1 contract

Sources: Merger Agreement (Meemic Holdings Inc)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) and other than Dissenting Cancelled Shares) shall will be converted into the right to receive the Per Share Amount $54.00 in cash, without interest thereon (the "Merger Consideration").

Appears in 1 contract

Sources: Merger Agreement (Sykes Enterprises Inc)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b2.1(b) and other than Dissenting Appraisal Shares) shall be converted into the right to receive the Per Share Amount $2.75 in cash, without interest (the "“Per Share Amount”). As used herein, the term “Merger Consideration"” means the cash payable to former stockholders of the Company pursuant to this Section 2.1(c).. 2

Appears in 1 contract

Sources: Merger Agreement (Vitria Technology Inc)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) and other than Dissenting Shares2.1(a)) shall be converted into the right to receive receive, upon surrender of the Per Share Amount certificate representing such Company Common Stock in cashaccordance with Section 2.3, without interest $0.75 per share in cash (the "Merger Consideration").

Appears in 1 contract

Sources: Merger Agreement (Icg Communications Inc /De/)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b2.1(b) and other than Dissenting Appraisal Shares) shall be converted into the right to receive the Per Share Amount $0.25 in cash, without interest (the "“Per Share Amount”). As used herein, the term “Merger Consideration"” means the cash payable to former stockholders of the Company pursuant to this Section 2.1(c).

Appears in 1 contract

Sources: Merger Agreement (Hanover Direct Inc)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) Cancelled Shares and other than Dissenting Shares) shall will be converted into the right to receive the Per Share Amount $5.30 in cash, without interest (the "Merger Consideration").

Appears in 1 contract

Sources: Merger Agreement (Houston Wire & Cable CO)

Conversion of Company Common Stock. Each issued Other than shares, if any, to be cancelled in accordance with Sections 2.4(c) and outstanding 2.4(d), each share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b) issued and other than Dissenting Shares) outstanding at the Effective Time shall be converted into the right to receive receive: (i) the Per Share Amount in cash, without interest Amount; and (ii) payments (if any) under and pursuant to the "Merger Consideration")Escrow Agreement.

Appears in 1 contract

Sources: Merger Agreement (Serologicals Corp)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) Cancelled Shares and other than Dissenting Shares) shall Shares will be converted into the right to receive the Per Share Amount $1.71 in cash, without interest (the "Merger Consideration").

Appears in 1 contract

Sources: Merger Agreement (Uqm Technologies Inc)

Conversion of Company Common Stock. Each issued and outstanding Except as otherwise provided in Section 1.08(b), each share of Company Common Stock (other than shares outstanding immediately prior to be canceled in accordance with Section 2.01(b) the Effective Time shall, by virtue of the Merger and other than Dissenting Shares) shall without any action on the part of the holder thereof, be converted into the right to receive the Per Share Amount an amount in cash, without interest interest, equal to the Offer Price (subject to any applicable withholding Tax) (the "Merger Consideration").;

Appears in 1 contract

Sources: Merger Agreement (King Pharmaceuticals Inc)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) Cancelled Shares, Dissenting Shares and other than Dissenting Shares) Company Restricted Stock), shall be converted into the right to receive the Per Share Amount Parent Stock Consideration and any portion of the Contingent Consideration that may be payable in cashrespect of such share of Company Common Stock, without interest (each at the "Merger Consideration"respective times and subject to the contingencies specified in Section 2.08. Each share of Company Restricted Stock shall be treated in accordance with Section 2.01(c).

Appears in 1 contract

Sources: Merger Agreement (Avalo Therapeutics, Inc.)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b) and other than Dissenting the Appraisal Shares) shall be converted into the right to receive the Per Share Amount an amount in cash, without interest interest, equal to the Merger Consideration divided by the Fully Diluted Shares (the "Per Share Merger Consideration").

Appears in 1 contract

Sources: Merger Agreement (Von Hoffmann Holdings Inc)

Conversion of Company Common Stock. Each share (“Share”) of the Company’s common shares, without par value (the “Company Common Stock”), issued and outstanding share of Company Common Stock (immediately prior to the Effective Time, other than shares Shares to be canceled cancelled in accordance with Section 2.01(b2.1(b) and other than Dissenting Shares) shall , will be converted into the right to receive the Per Share Amount (subject to Section 2.2(e)) $5.86 per share in cash, without interest (the "Merger Consideration").

Appears in 1 contract

Sources: Merger Agreement (Peco Ii Inc)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than (i) shares to be canceled in accordance with Section 2.01(b2.1(b) and other than Dissenting (ii) Appraisal Shares) ), shall be converted into the right to receive the Per Share Amount $0.84 in cash, without interest (the "Merger ConsiderationPer Share Amount"), and payable upon surrender in the manner provided in Section 2.3, of the certificate that formerly evidenced such share of Company Common Stock.

Appears in 1 contract

Sources: Merger Agreement (Broadvision Inc)

Conversion of Company Common Stock. Each issued Except as provided in Section , and outstanding other than Dissenting Shares and shares of Company Restricted Stock that are not vested as of the Effective Time, each share of Company Common Stock (other than shares issued and outstanding immediately prior to be canceled in accordance with Section 2.01(b) and other than Dissenting Shares) the Effective Time shall be converted into the right to receive the Per Share Amount $0.32 in cash, without interest (the "“Per Share Merger Consideration"), payable to the holder thereof upon surrender of each such share of Company Common Stock in the manner provided in Section .

Appears in 1 contract

Sources: Merger Agreement (C & F Financial Corp)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than (i) shares to be canceled in accordance with Section 2.01(b2.1(b) and other than Dissenting (ii) Appraisal Shares) ), shall be converted into the right to receive the Per Share Amount $0.84 in cash, without interest (the "Merger Consideration"“Per Share Amount”), and payable upon surrender in the manner provided in Section 2.3, of the certificate that formerly evidenced such share of Company Common Stock.

Appears in 1 contract

Sources: Merger Agreement (Bravo Holdco)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock Share (other than shares Shares to be canceled in accordance with Section 2.01(b2.1(b) and other than Dissenting Shares) shall be automatically converted into the right to receive an amount in cash, without interest, equal to $27.00 (the “Merger Consideration”). The Shares that are so converted into the right to receive the Per Share Amount in cash, without interest (Merger Consideration pursuant to this Section 2.1(c) are referred to herein as the "Merger Consideration")Shares.

Appears in 1 contract

Sources: Merger Agreement (Medtox Scientific Inc)

Conversion of Company Common Stock. Each share of Common Stock, par value $0.01 per share ("Company Common Stock"), of the Company, issued and outstanding share of Company Common Stock immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) and other than excluding Dissenting Shares) , if any), shall be converted into the right to receive the Per Share Amount $6.00 net to seller in cash, cash without interest (the "Merger Consideration"). All such shares, by virtue of the Merger, shall no longer be outstanding and shall be canceled and retired and shall cease to exist.

Appears in 1 contract

Sources: Merger Agreement (Park Ohio Industries Inc)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled cancelled in accordance with Section 2.01(b3.1(b) and other than Dissenting Shares) shall be converted into automatically into, and shall thereafter represent the right to receive receive, subject to Section 3.4, an amount in cash equal to the Per Share Amount in cash, Offer Price without interest (collectively, the "Merger Consideration").

Appears in 1 contract

Sources: Merger Agreement (MRV Communications Inc)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b) and other than Dissenting Shares2.01(a)) shall be converted into the right to receive from the Per Share Amount Surviving Corporation following the Merger an amount in cash, without interest cash equal to $31.00 (the "Merger Consideration").

Appears in 1 contract

Sources: Merger Agreement (Regal Cinemas Inc)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b) and other than Dissenting Shares) shall Stock, will be converted into the right to receive the Per Share Amount in cashreceive, without interest (interest, the "applicable portion of the Merger Consideration")Consideration as determined pursuant to Section 1.7 in cash in accordance with each Selling Shareholder’s Ownership Percentage as set forth on the Consideration Spreadsheet.

Appears in 1 contract

Sources: Merger Agreement (Koppers Holdings Inc.)

Conversion of Company Common Stock. Each At the Effective Time, each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with cancelled pursuant to Section 2.01(b) and other than Dissenting Shares3.1(a)) shall be converted into the right to receive the Per Share Amount in cash, without interest (the "Merger Consideration").to

Appears in 1 contract

Sources: Merger Agreement (Source Services Corp)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (a “Share” or collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time, other than shares Shares to be canceled cancelled in accordance with Section 2.01(b1.3(b) and other than Dissenting Shares) Shares (as defined below), shall be converted into the right to receive the Per Share Amount in cash, without interest (the "Merger Consideration")Milestone Payments pursuant to Section 1.5.

Appears in 1 contract

Sources: Merger Agreement (Hepion Pharmaceuticals, Inc.)

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b2.1(b) and other than Dissenting Appraisal Shares) shall be converted into the right to receive the Per Share Amount $4.00 in cash, without interest (the "“Per Share Amount“). As used herein, the term “Merger Consideration"” means the cash payable to former stockholders of the Company pursuant to this Section 2.1(c).

Appears in 1 contract

Sources: Merger Agreement (Blue Martini Software Inc)