Conversion of Shares; Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or any holder of any of the following securities: (a) Each share of common stock, par value $.01 per share, of Acquisition (the "Acquisition Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 4,916.045 duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shall represent in the aggregate approximately 93.5% of the outstanding shares of Surviving Corporation Common Stock after giving effect to the transactions contemplated hereby. (b) Each share of common stock, par value $0.001 per share, of the Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time, shall be converted into 0.01 share (the "Merger Conversion Ratio") of Surviving Corporation Common Stock, which shall represent in the aggregate approximately 6.5% of the outstanding shares of Surviving Corporation Common Stock after giving effect to the transactions contemplated hereby. Each Company Stock Option (as hereinafter defined) shall become exercisable for a number of shares of Surviving Corporation Common Stock equal to the product of the number of shares of Company Common Stock for which such Company Stock Option was exercisable immediately prior to the Effective Time multiplied by the Merger Conversion Ratio (as adjusted pursuant to Section 3.4 hereof only to the extent that the number of shares for which any such Company Stock Option was exercisable had been adjusted similarly pursuant to an Adjustment Event (as hereinafter defined)). Each Company Stock Option (as hereinafter defined) shall become exercisable at the time specified in such Company Stock Option and for an exercise price equal to the product of the exercise price for which such Company Stock Option was exercisable immediately prior to the Effective Time multiplied by the Merger Conversion Ratio (as adjusted pursuant to Section 3.4 hereof only to the extent that the exercise price for which any such Company Stock Option was exercisable had been adjusted similarly pursuant to an Adjustment Event (as hereinafter defined)). The Company shall take all reasonable actions necessary or advisable with regard to any Company Benefit Plan (as hereinafter defined) or Company Stock Option (as hereinafter defined) in order to implement the changes to such Company Stock Options described in this Section 3.1(b). Any fractional shares of the Surviving Corporation Common Stock resulting from the operation of this Section 3.1(b) shall remain outstanding after the Merger. (c) All shares of Company Common Stock that are owned by Acquisition shall, at the Effective Time, be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (d) Each share of preferred stock, par value $.01 per share, of the Company (the "Company Preferred Stock") of any class issued and outstanding immediately prior to the Effective Time shall be converted into duly authorized, validly issued, fully paid and non-assessable share of preferred stock, par value $.01 per share, of the Surviving Corporation (the "Surviving Corporation Preferred Stock") or cancelled as follows: (i) Each share of Class A Company Preferred Stock shall be converted into one share of Class A Preferred Stock, par value $.01 per share, of the Surviving Corporation; (ii) Each share of Class B Company Preferred Stock shall be converted into one share of Class B Preferred Stock, par value $.01 per share, of the Surviving Corporation; (iii) Each share of Class C Exchangeable Company Preferred Stock shall be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor; (iv) Each share of Class D Company Preferred Stock shall be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, all shares of Acquisition Common Stock or Company Common Stock converted into shares of Surviving Corporation Common Stock as provided in this Section 3.1 (as adjusted pursuant to Section 3.3, the "Merger Consideration") shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate previously evidencing any such shares (the "Certificates") of Acquisition Common Stock or Company Common Stock shall thereafter represent the right to receive, upon the surrender of such Certificate in accordance with the provisions of Section 3.2, only the Merger Consideration. The holders of such Certificates previously evidencing such Shares of Acquisition Common Stock or Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Acquisition Common Stock or Company Common Stock except as otherwise provided herein or by law.
Appears in 1 contract
Sources: Merger Agreement (Imc Mortgage Co)
Conversion of Shares; Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or any holder of any of the following securities:
(a) Each share of common stock, par value $.01 0.01 per share, of Acquisition Merger Sub (the "Acquisition Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive 4,916.045 one duly authorized, validly issued, fully paid and nonassessable shares share (the "Merger Sub Consideration") of common stock, par value $0.01 per share, of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shall represent in the aggregate approximately 93.5% all of the outstanding shares of Surviving Corporation Common Stock after giving effect to the transactions contemplated hereby.
(b) Each share of common stock, par value $0.001 per share, of the Company (the "Company Common Stock") Stock issued and outstanding immediately prior to the Effective Time, shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into 0.01 the right to receive, without interest, $3.00 (as adjusted pursuant to Section 3.4, the "Cash Merger Consideration") and one half of a share of Spinco Common Stock (the "Spinco Stock Merger Conversion RatioConsideration", and together with the Cash Merger Consideration, the "Company Merger Consideration").
(c) At or immediately prior to the Effective Time, each option to purchase shares of Company Common Stock outstanding (each, a "Company Option") and each warrant to purchase (or exchange for or into) shares of Company Common Stock (each, a "Company Warrant"), shall be canceled, and Buyer and the Surviving Corporation Common Stock, which shall represent in cause the aggregate approximately 6.5% of the outstanding shares of Surviving Corporation Common Stock after giving effect to the transactions contemplated hereby. Each Company Stock Option Paying Agent (as hereinafter defined) shall become exercisable to pay and distribute to each holder thereof, on or about the ninetieth day following the Effective Time, consideration for a number of shares of Surviving Corporation Common Stock the Company Options and Company Warrants, as the case may be, held by such holder in an amount equal to the product sum of (x) a cash payment (the "Cash Option and Warrant Consideration"), to be reduced by all applicable withholding taxes, equal to (i) the excess, if any, of the Cash Merger Consideration over the per share exercise, conversion or similar price per share of Company Common Stock covered by such Company Options and Company Warrants, whether or not vested or fully vested, multiplied by (ii) the number of shares of Company Common Stock for which covered by such Company Options and Company Warrants, whether or not vested or fully vested, plus (y) in the case of vested Company Options and Company Warrants, one half of a share of Spinco Common Stock per each share of Company Common Stock covered by such vested Company Options and Company Warrants (the "Spinco Option was exercisable immediately prior to and Warrant Consideration", and, together with the Effective Time multiplied by Cash Option and Warrant Consideration, the Merger Conversion Ratio (as adjusted pursuant to Section 3.4 hereof only to the extent that the number of shares for which any such Company Stock "Option was exercisable had been adjusted similarly pursuant to an Adjustment Event (as hereinafter defined)and Warrant Consideration"). Each Company Stock Option (as hereinafter defined) No interest shall become exercisable at accrue or be paid on the time specified in such Company Stock Option and for an exercise price equal to the product of the exercise price for which such Company Stock Option was exercisable immediately prior to the Effective Time multiplied by the Merger Conversion Ratio (as adjusted pursuant to Section 3.4 hereof only to the extent that the exercise price for which any such Company Stock Option was exercisable had been adjusted similarly pursuant to an Adjustment Event (as hereinafter defined))Warrant Consideration. The Company shall take all reasonable actions necessary or advisable with regard to any Company Benefit Plan (as hereinafter defined) or Company Stock Option (as hereinafter defined) or Company Warrant in order to implement the changes to such Company Stock Options Option or Company Warrant described in this Section 3.1(b3.1(c). Any fractional shares of Notwithstanding anything herein to the Surviving Corporation Common Stock resulting from contrary, unless otherwise determined by the operation of this Section 3.1(b) Company, no Option and Warrant Consideration shall remain outstanding after the Merger.
(c) All shares be paid to any holder of Company Common Stock that are owned by Acquisition shallOptions or Company Warrants if such holder has not signed, at prior to the Effective Time, be cancelled an option settlement and retired cancellation agreement or a warrant settlement and cancellation agreement, as the case may be, substantially in the form attached hereto as Exhibit B (the "Cancellation Agreements"). The Company shall cease use its best efforts to exist and no consideration shall be delivered in exchange thereforcause each holder of Company Options or Company Warrants to sign a Cancellation Agreement prior to the Effective Time.
(d) Each share of preferred stock, par value $.01 per share, of the Company (the "Company Preferred Stock") of any class issued and outstanding immediately prior to the Effective Time shall be converted into duly authorized, validly issued, fully paid and non-assessable share of preferred stock, par value $.01 per share, of the Surviving Corporation (the "Surviving Corporation Preferred Stock") or cancelled as follows:
(i) Each share of Class A Company Preferred Stock shall be converted into one share of Class A Preferred Stock, par value $.01 per share, of the Surviving Corporation;
(ii) Each share of Class B Company Preferred Stock shall be converted into one share of Class B Preferred Stock, par value $.01 per share, of the Surviving Corporation;
(iii) Each share of Class C Exchangeable Company Preferred Stock shall be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor;
(iv) Each share of Class D Company Preferred Stock shall be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor.
(e) On and after the Effective Time, all shares of Acquisition Merger Sub Common Stock or Company Common Stock converted into shares of Surviving Corporation Common Stock as provided in this Section 3.1 (as adjusted pursuant to Section 3.3, the "Merger Consideration") shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares of Merger Sub Common Stock or Company Common Stock (the "Certificates") of Acquisition Common Stock or Company Common Stock shall thereafter represent the right to receive, upon the surrender of such Certificate in accordance with the provisions of Section 3.23.3, only the Merger Sub Consideration or the Merger Consideration, as the case may be. The holders of such Certificates previously evidencing such Shares shares of Acquisition Merger Sub Common Stock or Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Acquisition Merger Sub Common Stock or Company Common Stock except as otherwise provided herein or by law.
Appears in 1 contract
Sources: Merger Agreement (Gtech Corp)