Conversion of Securities Merger Consideration Sample Clauses
The 'Conversion of Securities; Merger Consideration' clause defines how existing securities, such as shares, options, or warrants, are to be converted or exchanged in the event of a merger or acquisition. It typically outlines the process by which holders of these securities will receive new shares, cash, or other forms of consideration, and may specify conversion ratios, treatment of outstanding options, or adjustments for fractional shares. This clause ensures that all parties understand how their interests will be treated during a corporate transaction, providing clarity and preventing disputes over the value and handling of securities.
Conversion of Securities Merger Consideration. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or their respective shareholders (including, without limitation, the Stockholders):
(a) Each share of Company Stock issued and outstanding immediately prior to the Effective Time as set forth on SCHEDULE 1 opposite each Person's name thereon, except for Company Stock owned by Parent, will be converted into the right to receive, in cash, an amount per share of Company Stock equal to (i) $8.0 million (the "AGGREGATE CLOSING MERGER CONSIDERATION") DIVIDED BY (ii) the number of issued and outstanding shares of Company Stock immediately prior to the Effective Time (the quotient of (i) DIVIDED BY (ii), the "PER SHARE CLOSING MERGER CONSIDERATION").
(b) As of the Effective Time, all Company Stock, except for Company Stock owned by Parent, will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and each holder of a certificate representing any shares of Company Stock will cease to have any rights with respect thereto, except the right to receive such holder's appropriate portion of the Aggregate Closing Merger Consideration as set forth in Section 2.6(a), upon surrender of such certificate in accordance with Section 2.6(d).
(c) Each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time will be canceled and extinguished at the Effective Time without any conversion thereof and no payment will be made with respect thereto.
(d) At the Effective Time, each Stockholder will be entitled, upon surrender to Parent of such Stockholder's certificates representing shares of Company Stock, to receive in exchange therefor an amount equal to the Per Share Closing Merger Consideration MULTIPLIED BY the number of shares of Company Stock set forth opposite such Stockholder's name on SCHEDULE 1.
(e) Each share of Company Stock owned by Parent shall continue to be issued and outstanding upon the Effective Time as validly issued, fully paid and nonassessable shares of common stock of the Surviving Corporation.
(f) Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically without any action on the part of the holder thereof, be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporat...
Conversion of Securities Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any share of capital stock of the Company:
Conversion of Securities Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of any shareholder of High Valley, and subject to the provisions of Sections 1.6 hereof, the shares of High Valley Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a total of (a) 1,150,000 shares of common stock $.01 par value of PEC ("PEC Shares"), and (b) warrants, in substantially the form attached hereto as Exhibit A, to purchase 127,000 shares of PEC Common Stock $.01 par value, with an exercise price of $22.00 per share (the "PEC Warrants" and, together with the PEC Shares, the "Merger Consideration"). All such shares of High Valley Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate representing shares of High Valley Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any cash, without interest, in lieu of fractional shares to be issued or paid in consideration therefor in accordance with Section 1.6.
Conversion of Securities Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of TRC, MergerCo. or the holders of any of the following securities:
(a) Each Public Unit and each Unit held by any person other than TRC or its direct or indirect subsidiaries, including any Units that are then outstanding but subject to restriction and held by participants in the Unit Plan (as hereinafter defined), shall, upon surrender in the manner provided in SECTION 1.06 of the depositary receipt that formerly evidenced such Unit (each a "RECEIPT"), be canceled and shall be converted automatically into the right to receive an amount equal to $14 per Unit in cash (the "MERGER CONSIDERATION") payable, without interest, to the holder of such Unit; (b) Each general or limited partnership interest of Perkins owned by TRC or any direct or indirect subsidiary of TRC immediately prior to the Effective Time shall remain a general or limited partnership interest of the Surviving Partnership and no payment or distribution shall be made with respect thereto; (c) Each Unit held in the treasury of Perkins immediately prior to the Effective Time shall be canceled and retired and no payment shall be made with respect thereto; and (d) Each share of Common Stock, par value $.01 per share, of MergerCo. issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one Unit in the Surviving Partnership.
Conversion of Securities Merger Consideration. As of the --------------------------------------------- Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company, or the holders of any securities of the Constituent Companies:
(a) All capital stock of the Company ("Company Capital Stock"), --------------------- including, without limitation, the common stock, $0.001 par value (the "Company ------- Common Stock"), the Series A Preferred Stock of the Company, $0.001 par value, ------------ and the Series B Preferred Stock of the Company, $0.001 par value (collectively the Series A Preferred Stock and the Series B Preferred Stock are referred to herein as the "Company Preferred Stock") shall be exchanged for the Merger ----------------------- Consideration and, other than the right of each holder thereof to receive a portion of the Merger Consideration, no other consideration or capital stock of the Parent or Sub shall be delivered in exchange therefor.
(b) The Parent shall pay the following consideration (collectively, the "Shareholder Consideration") to the Company Shareholders or the Earnout ------------------------- Escrow Agent in such proportions as set forth on Schedule 1.5: ------------
(i) $450,000 (the "Cash Consideration") in immediately ------------------ available funds, payable by wire transfer or in accordance with other instructions from the Company Shareholders;
(ii) 290,000 shares of Parent's common stock ("Parent Common ------------- Stock"), $.01 par value (the "Stock Consideration"); ----- -------------------
(iii) Notes in the aggregate original principal amount of $675,000, payable by Parent to Active Shareholders in the form of Exhibit A --------- (the "Parent Notes"). ------------
(iv) 135,000 shares of Parent Common Stock (the "Earnout ------- Stock") which shall be delivered to Downs ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, as escrow ----- agent (the "Escrow Agent") and held pursuant to the Earnout Agreement in ------------ the form of Exhibit B (the "Earnout Agreement") and the Escrow Agreement in --------- ----------------- the form of Exhibit C (the "Escrow Agreement"). --------- ----------------
(v) 25,000 shares of Parent Common Stock, which shall be delivered to NAVF.
(c) In addition to the Shareholder Consideration, and pursuant to the Escrow Agreement, Parent shall deliver the following consideration (the "Escrow ------ Consideration,") to Escrow Agent, such Escrow Consideration to secure the ------------- representations, warranties and covenants of Activ...
Conversion of Securities Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of any shareholder of Odin, and subject to the provisions of Sections 1.6 hereof, the shares of Odin Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a total of 650,000 shares of common stock $.01 par value of PEC ("PEC Shares"), (the PEC Shares are sometimes referred to herein as the "Merger Consideration"). All such shares of Odin Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate representing shares of Odin Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.
Conversion of Securities Merger Consideration. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders:
Conversion of Securities Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of TRC, MergerCo. or the holders of any of the following securities:
(a) Each Public Unit and each Unit held by any person other than TRC or its direct or indirect subsidiaries, including any Units that are then outstanding but subject to restriction and held by participants in the Unit Plan (as hereinafter defined), shall, upon
Conversion of Securities Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of any shareholder of Robe▇▇▇▇▇, ▇▇d subject to the provisions of Sections 1.6 hereof, the shares of Robe▇▇▇▇▇ ▇▇▇mon Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a total of $40 million, plus an amount payable in cash equal to 42% of the taxable income of Robe▇▇▇▇▇ ▇▇▇ the period from January 1, 1998, to the close of business on the last day immediately preceding the date of Closing (as defined below), with taxable income for that period to be determined in accordance with accrual tax basis accounting, consistent with past practice. The $40 million shall be payable, at the sole discretion of PEC and PODC, into the right to receive either (i) $40 million in cash ("Cash Only"), or (ii) up to $10 million in shares of PEC Common Stock ("PEC Shares") and the remainder of the $40 million in cash ("Cash"), with the number of PEC Shares issuable in this case equal to the quotient of the dollar amount (up to $10 million) specified by PEC and PODC to be paid in PEC Shares divided by the Average Price (as defined below). The PEC
Conversion of Securities Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of either shareholder of Company, the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10,710,838 cash, subject to adjustment pursuant to Section 1.6, and 660,886 shares of Parent Common Stock (the "Parent Shares"). The Parent Shares and cash as adjusted are referred to herein as the "Merger Consideration." All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and each holder of a certificate representing shares of Company Common Stock (the "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any cash, without interest, in lieu of fractional shares to be issued or paid in consideration therefor in accordance with Section 1.7.