Conversion of Shares and Options Sample Clauses
Conversion of Shares and Options. At the Effective Time, by virtue of the Merger and the Option Termination Agreements without any further action on the part of any Party or the holder of any of the Company Shares or the holder of any Option:
(a) Each Company Share (other than Dissenting Shares) and Option shall be converted, in accordance with the formula set forth in Exhibit C attached hereto, into the right to receive a portion (which may, in the case of some Options, be zero) of the Aggregate Transaction Consideration which shall be payable at any time in which a portion of the Aggregate Transaction Consideration is distributed to the Constituents in accordance with the provisions of this Agreement or the Escrow Agreement (each a “Payment Date”) as follows:
(i) to each Company Stockholder for each Company Share held by him, her or it as of the Effective Time (other than Dissenting Shares), an amount of cash or Parent Shares, as the case may be, equal to the Final Revised Cumulative Price minus any amounts previously paid to such Company Stockholder for such Company Share pursuant to this Section 1.5(a); provided, however, that for purposes of this Section 1.5(a)(i), Parent Shares shall be valued using the Share Valuation Method; and
(ii) to each holder of an In-the-Money-Option, for each In-the-Money-Option held by such holder, an amount of cash or Parent Shares, as the case may be, equal to the product of (a) the Final Revised Cumulative Price, and (b) the number of Company Shares issuable upon exercise of the In-the-Money-Option held by such holder, minus (y) the aggregate exercise price for such In-the-Money Options, minus (z) any amounts previously paid for such In-the-Money-Options pursuant to this Section 1.5(a) (ignoring any reductions required for tax withholding); provided, however, that for purposes of this Section 1.5(a)(ii), Parent Shares shall be valued using the Share Valuation Method;
(b) Whenever cash payments are due by the Parent under this Agreement, Parent shall pay, or such funds shall be released from the Escrow Account and transferred, by wire transfer of immediately available funds to the Constituents, the amount determined in accordance with the preceding provisions of Section 1.5(a).
(c) Each share of common stock, $0.01 par value per share of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one share of common stock, $0.01 par value per share, of the Surviving Corporation.
(d) No cer...
Conversion of Shares and Options. (i) Subject to Sections 3.01(b) and 3.01(d), each issued and outstanding Share shall (A) be converted into the right to receive an amount in cash equal to $16.75, without interest (the “Merger Consideration”), and (B) automatically be canceled and retired 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 upon surrender of such Certificate in accordance with Section 3.02, without interest.
(ii) Company Employee Stock Options and the Company Preferred Stock Option shall be treated as set forth in Section 7.04 and Section 7.05, respectively.
Conversion of Shares and Options. (i) Subject to Sections 3.01(b) and 3.01(d), each issued and outstanding Share shall be converted into the right to receive the Merger Consideration.
(ii) Subject to Sections 3.01(b) and 3.01(d), as of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired 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 upon surrender of such Certificate in accordance with Section 3.02, without interest.
(iii) Company Employee Stock Options shall be treated as set forth in Section 7.04.
Conversion of Shares and Options. (a) At the Effective Time and by virtue of the Merger and without any action on the part of the holders of the capital stock of the Constituent Corporations:
(i) Each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be canceled pursuant to subsection (b) below and (ii) Dissenting Shares (as defined in Section 2.4)) shall be converted ----------- into the right to receive in cash an amount per Share equal to the highest price paid per Share pursuant to the Offer (the "Merger Price"); ------------
(ii) Each Share held in the treasury of the Company and each Share owned by Parent, the Purchaser or the Company, or by any direct or indirect wholly owned Subsidiary of any of them, shall be canceled and retired without payment of any consideration therefor; and
(iii) Each share of Common Stock, par value $0.01 per share, of the Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, par value $0.01 per share, of the Surviving Corporation.
(b) The Options shall be converted in the manner described in Section ------- 6.5. ---
Conversion of Shares and Options. Subject to the -------------------------------- provisions of this Article 3, at the Effective Time, by virtue of the Merger and without any action on the part of Citco, Citizens Bank, TCB, or TCF, or the shareholders of any of the foregoing, the shares of the constituent corporations shall be converted as follows:
(a) Each share of Citizens Bank Common Stock and Citco Common Stock and issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time.
(b) Each share of TCB Common Stock (excluding shares held by any TCB Company or any Citco Company, in each case other than in a fiduciary capacity or as a result of debts previously contracted) issued and outstanding at the Effective Time shall be converted into $17.15 cash payable by check as soon after the Effective Time as is feasible.
(c) Each option to purchase shares of TCB Common Stock (excluding options held by any TCB Company or any Citco Company, and in each case other than in a fiduciary capacity or as a result of debts previously contracted) which has not been exercised at the Effective Time shall be converted into $17.15 cash less the applicable exercise price per option and shall be payable by check as soon after the Effective Date as is feasible (the purchase price per share of TCB Common Stock identified in Sections 3.1(b) and 3.1(c), subject to any adjustments otherwise required by Section 8.12 in this Agreement, are herein after referred to collectively as the "Exchange Price").
Conversion of Shares and Options. (a) Each of the Shares issued and outstanding immediately prior to the Effective Time (other than Shares held by Conseco or any direct or indirect wholly owned subsidiary of Conseco and Shares held as treasury shares by the Company) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a right to receive $23.25 in cash (the "Cash Consideration") payable to the holder thereof, without interest thereon, upon surrender of the certificate representing such Share or Shares (the "Certificate") at any time after the Effective Time.
(b) Each Share issued and outstanding immediately prior to the Effective Time which is then held by any direct or indirect wholly owned Subsidiary of Conseco shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a right to receive .5519 of a share of common stock, no par value, of Conseco ("Conseco Common Stock") or other capital stock of Conseco having substantially equivalent value, payable upon surrender of the Certificate at any time after the Effective Time.
(c) Each Share issued and outstanding immediately prior to the Effective Time which is then held by Conseco or as a treasury share by the Company shall, by virtue of the Merger and without any action on the part of the Company or the holder, be cancelled and retired and cease to exist, without payment of any consideration therefor.
(d) Each Option outstanding immediately prior to the Effective Time, whether or not such Option is then vested or exercisable, shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive in cash an amount equal to (x) the number of Shares covered by the Option multiplied by (y) the amount, if any, by which the Cash Consideration exceeds the exercise price of such Option.
(e) Prior to the Effective Time, the Company shall use its best efforts to obtain any consents from holders of Options that are necessary to give effect to the conversions contemplated by Section 2.7(d). Notwithstanding any other provision of this Section 2.7, payment may be withheld in respect of any Option until any necessary consents are obtained.
Conversion of Shares and Options. At the Effective Time, by virtue of the Merger and without any further action on the part of the Parties or the holders of any of the following securities:
(a) subject to Section 2.3 hereof, each outstanding share of common stock in HUBLink ("HUBLink Common Stock") issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished and shall be converted into the right to receive (subject to the provisions set forth in Section 2.2 with respect to fractional shares) 396.15989 shares of fully paid and non-assessable common stock in HIE ("HIE Common Stock");
(b) each share of HUBLink Common Stock owned by HUBLink as treasury shares ("Treasury Shares"), if any, shall be canceled and extinguished, and no shares of HIE Common Stock or other consideration shall be delivered in exchange therefor; and
(c) each outstanding share of common stock in Newco shall be converted into one share of common stock in the Surviving Corporation.
Conversion of Shares and Options. Subject to the provisions of Sections 2.6 and 2.3.3, each share of Entevo Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into a fraction of a share of BindView Stock, determined as follows:
(a) At the Effective Time, a number of shares equal to the "Aggregate Share Consideration" shall be determined by dividing $125 million by the "Base Price", as defined below, provided that if the Aggregate Consideration, as so determined, multiplied by the "Closing Price", as defined below (the "Offer Value") is:
(i) less than $85 million, the Aggregate Share Consideration shall instead be equal to $100 million divided by 0.68 times the Base Price;
(ii) from $85 million to (but not including) $100 million, the Aggregate Share Consideration shall instead be equal to $100 million divided by the Closing Price;
(iii) from $100 million to (and including) $150 million the Aggregate Share Consideration shall not be adjusted pursuant to this subparagraph (a);
(iv) from $150 million to (but not including) $172.5 million, the Aggregate Share Consideration shall instead be equal to $150 million divided by the Closing Price; and
(v) equal to or greater than $172.5 million, the Aggregate Share Consideration shall instead be equal to $150 million divided by 1.38 times the Base Price. -------------------------------------------------------------------------------- 10 BVEW/ENTEVO MERGER AGREEMENT For purposes of this subparagraph (a), Base Price equals $56.62 and Closing Price equals the average closing sale price of a share of BindView Stock on the NASDAQ National Market for the ten trading days ending two complete trading days prior to the Effective Time. Notwithstanding any other provision herein, BindView will not be required to issue more shares of BindView Stock at the Effective Time than the Aggregate Share Consideration.
(b) The Aggregate Share Consideration shall be subject to further downward adjustment to reflect the number of shares of Entevo Stock outstanding at the Effective Time as follows:
(i) If any shares of Entevo Preferred Stock are outstanding at the Effective Time:
(A) at the Effective Time, the Aggregate Share Consideration as determined above shall be multiplied by a dollar value equal to the assumed value of a share of BindView Stock ("Assumed Value") as determined pursuant to Article VI, Section 2(d) of the First Amended and Restated Certificate of Incorporation of Entevo (the "Entevo Cert...
Conversion of Shares and Options. (a) At the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holder thereof:
(i) Each share of Preferred Stock (other than shares, if any, held in treasury of the Company, which treasury shares shall be cancelled as part of the Merger, and other than shares held by Dissenting Stockholders) that is then issued and outstanding shall thereupon be converted into the right to receive a portion of the Merger Consideration (defined below) equal to the Liquidation Value thereof;
(ii) Each share of Common Stock that is then issued and outstanding (other than shares, if any, held in the treasury of the Company, which treasury shares shall be canceled as part of the Merger, and other than shares held by Dissenting Stockholders) and each