Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 4 contracts

Sources: Merger Agreement (Corning Inc /Ny), Merger Agreement (Alliance Fiber Optic Products Inc), Merger Agreement (Emulex Corp /De/)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 3 contracts

Sources: Merger Agreement, Merger Agreement (Allergan Inc), Merger Agreement (MAP Pharmaceuticals, Inc.)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest, subject to any applicable withholding of Taxes required by applicable Lawtaxes, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 3 contracts

Sources: Merger Agreement (Extreme Networks Inc), Merger Agreement (Aerohive Networks, Inc), Merger Agreement (GigPeak, Inc.)

Conversion of Company Common Stock. Each Common Share issued and outstanding immediately prior to the Effective Time, other than Common Shares to be cancelled in accordance with Section 2.1(b2.1(c) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Common Offer Price (the “Merger Common Consideration”), payable net to the holder in cash, without interest, subject to any withholding of Taxes required by applicable LawLaw in accordance with Section 2.2(e), upon surrender of the certificate Certificates or Book-Entry Shares formerly representing such Common Shares in accordance with Section 2.2.

Appears in 3 contracts

Sources: Merger Agreement, Merger Agreement (General Electric Co), Merger Agreement (Clarient, Inc)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 2 contracts

Sources: Merger Agreement (Complete Genomics Inc), Merger Agreement (Complete Genomics Inc)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares Law in accordance with Section 2.22.2(e).

Appears in 2 contracts

Sources: Merger Agreement (Salix Pharmaceuticals LTD), Merger Agreement (Valeant Pharmaceuticals International, Inc.)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 2 contracts

Sources: Merger Agreement (PLX Technology Inc), Merger Agreement (Integrated Device Technology Inc)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled or converted in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding of Taxes required by applicable LawLaw in accordance with Section 2.2(e), upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 2 contracts

Sources: Merger Agreement (Lilly Eli & Co), Merger Agreement (Imclone Systems Inc)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.22.2 (provisions with respect to Restricted Shares are also addressed in Section 2.4(b)).

Appears in 2 contracts

Sources: Merger Agreement (Interclick, Inc.), Merger Agreement (Yahoo Inc)

Conversion of Company Common Stock. Each Common Share issued and outstanding immediately prior to the Effective Time, other than Common Shares to be cancelled in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal $3.45, payable to the Offer Price holder in cash, without interest (the “Merger Consideration”), without interest, subject to any withholding of Taxes required by applicable LawLaw in accordance with Section 2.2(e), upon surrender of the certificate formerly representing such Common Shares in accordance with Section 2.2.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Dreams Inc), Merger Agreement (Dreams Inc)

Conversion of Company Common Stock. Each Share share of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than any Cancelled Shares to be cancelled in accordance with Section 2.1(b) and any or Dissenting Shares) shall, shall subject to Section 2.1(f), be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”)in cash, without interest, subject equal to any withholding of Taxes required by applicable Law, upon surrender of (i) the certificate formerly representing such Shares Closing Consideration Per Share minus (ii) amounts deducted in accordance with Section 2.2Sections 2.4 and 2.5.

Appears in 1 contract

Sources: Merger Agreement (Axos Financial, Inc.)

Conversion of Company Common Stock. Each Share share of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than Cancelled Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares, shall ) will be converted into the right to receive receive, in cash and without interest and subject to any withholding of Taxes in accordance with Section 3.05, an amount equal to the Offer Price (the "Merger Consideration"), without interest, subject to any withholding the provisions of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2this ARTICLE III.

Appears in 1 contract

Sources: Merger Agreement (Pfsweb Inc)

Conversion of Company Common Stock. Each Common Share issued and outstanding immediately prior to the Effective Time, Time (other than (i) Common Shares to be cancelled in accordance with Section 2.1(b3.1(a), and (ii) and any Dissenting Shares) will be converted, shall be converted subject to Section 3.2(g), into the right to receive in cash in an amount equal $23.00 per Common Share, payable to the Offer Price holder thereof, without interest and less any applicable withholding taxes (the “Merger "Per Share Consideration"), without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 1 contract

Sources: Merger Agreement (National Technical Systems Inc /Ca/)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding of Taxes required by applicable LawLaw in accordance with Section 2.2(e), upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Microfluidics International Corp)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any other than Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price Price, without interest (the “Merger Consideration”), without interestpayable net to the holder in cash, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Certificates or Book-Entry Shares in accordance with Section 2.2.

Appears in 1 contract

Sources: Merger Agreement (Buckeye Technologies Inc)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares), shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), payable to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.

Appears in 1 contract

Sources: Merger Agreement (Global Traffic Network, Inc.)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares, shall be converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest, subject to any applicable withholding of Taxes required by applicable Lawtaxes, upon surrender of the certificate formerly representing such Shares in accordance with Section 2.2.. Table of Contents

Appears in 1 contract

Sources: Merger Agreement (Integrated Device Technology Inc)

Conversion of Company Common Stock. Each Subject to the provisions of Section 2.03, each Share issued and outstanding immediately prior to the Effective Time, Time (other than (i) Shares to be cancelled in accordance with Section 2.1(b2.01(a), and (ii) and any Dissenting Shares), shall be cancelled and shall be converted automatically into the right to receive cash $6.10 in an amount equal to the Offer Price cash, without interest (the “Merger Consideration”), without interest, subject to any applicable withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares rights specified in accordance with Section 2.2.2.05; and

Appears in 1 contract

Sources: Merger Agreement (Research Pharmaceutical Services, Inc.)

Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, Share (other than Shares to be cancelled canceled in accordance with Section 2.1(b) and any Dissenting Shares, ) shall be automatically converted into the right to receive cash in an amount in cash, without interest, equal to the Offer Price $5.25 (the “Merger Consideration”), without interest, subject . The Shares that are so converted into the right to any withholding of Taxes required by applicable Law, upon surrender of receive the certificate formerly representing such Shares in accordance with Merger Consideration pursuant to this Section 2.22.1(c) are referred to herein as the “Merger Shares.

Appears in 1 contract

Sources: Merger Agreement (Liposcience Inc)