Effect on Outstanding Shares Sample Clauses
Effect on Outstanding Shares. (a) By virtue of the Merger, automatically and without any action on the part of the holders of Company Common Stock, each share of Company Common Stock issued and outstanding at the Effective Time (other than Excluded Shares (as defined below)) shall become and be converted into the right to receive (i) $23.50 in cash without interest and (ii) one-tenth of a Secondary Participation Interest (as defined below), provided, however, that no fractional Secondary Participation Interests shall be issued, holders of Company Common Stock who would otherwise receive fractional Secondary Participation Interests shall not be entitled thereto and such holders shall receive their respective pro rata portion of the cash proceeds (net of aggregate commissions and any other selling expenses) obtained from the Exchange Agent (as hereinafter defined) batching such fractional Secondary Participation Interests together with the fractional Secondary Participation Interests that would otherwise be received by holders of options and warrants pursuant to Section 1.5 into the nearest aggregate whole number of Secondary Participation Interests (collectively, the "Batched Secondary Participation Interests") and effecting the sale (the "Batched Sales") of the Batched Secondary Participation Interests on the open market at prevailing prices in accordance with Section 1.3(c) (collectively the consideration described in the foregoing clauses (i) and (ii), including any cash payment from the proceeds of the Batched Sales, is referred to herein as the "Merger Consideration"). As of the Effective Time, each share of Company Common Stock held directly or indirectly by the Acquiror, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted, and shares held as treasury stock of the Company, shall be cancelled and retired and cease to exist, and no exchange or payment shall be made with respect thereto.
(b) The shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall become shares of the Surviving Corporation after the Merger and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving Corporation.
Effect on Outstanding Shares. By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of Seller Common Stock, issued and outstanding at the Effective Time (other than (i) shares the holder of which (the “Dissenting Stockholder”) pursuant to any applicable law providing for dissenters’ or appraisal rights is entitled to receive payment in accordance with the provisions of any such law, such holder to have only the rights provided in any such law (the “Dissenters’ Shares”) and (ii) shares held directly or indirectly by Purchaser (other than (A) shares held in a fiduciary capacity or (B) shares held in satisfaction of a debt previously contracted), (the shares referred to in clauses (i) and (ii) are hereinafter collectively referred to as the “Excluded Shares”)) shall become and be converted into the right to receive from Purchaser Bank $17.00 in cash without interest (the “Merger Consideration”).
(a) As of the Effective Time, each Excluded Share, other than Dissenters’ Shares, shall be canceled and retired and cease to exist, and no exchange or payment shall be made with respect thereto.
(b) As of the Effective Time, all shares of Seller Common Stock other than Excluded Shares shall no longer be outstanding and shall be automatically cancelled and retired and shall cease to exist, and each holder of a certificate formerly representing any such share of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. After the Effective Time, there shall be no transfers on the stock transfer books of Seller.
Effect on Outstanding Shares. At the Effective Date, by virtue of the Merger and without any action on the part of any party or any shareholder, the following shall occur:
Effect on Outstanding Shares. (a) Each share of SouthernPlanet common stock outstanding immediately prior to the Effective Date shall be converted into the right to receive thirty thousand, six hundred forty seven and seven hundred thirty seven thousandths (30,647.737) shares of NxGen common stock.
(b) Each share of NAC common stock outstanding immediately prior to the Effective Date shall remain outstanding.
Effect on Outstanding Shares. (a) By virtue of the Merger, automatically and without any action on the part of the holder thereof, every nine shares of Monarch Common Stock issued and outstanding at the Effective Time shall become and be converted, automatically and without any action on the part of the holder thereof, into one share of NBSC Common Stock with no consideration being issued in lieu of fractional shares.
(b) At the Effective Time, the issued and outstanding shares of NBSC Common Stock, including shares issued pursuant to Section 1.2(a) hereof, shall constitute all of the issued and outstanding shares of capital stock of the Surviving Association.
Effect on Outstanding Shares. Upon the effectiveness of the Bank Merger, (i) each share of common stock, par value $0.10 per share, of Seller Bank issued and outstanding immediately prior to the Effective Time shall be cancelled and (ii) each share of common stock, par value $2.00 per share, of the Bank issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall constitute the only shares of capital stock of the Surviving Bank issued and outstanding immediately after the Effective Time.
Effect on Outstanding Shares. (a) By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of the Seller's common stock, par value $ 0.01 per share (the "Seller Common Stock") issued and outstanding at the Effective Time (other than (i) shares held directly or indirectly by the Purchaser and (ii) shares held as treasury stock of the Seller) shall become and be converted into the right to receive $0.50 in cash without interest (the "Merger Consideration"). As of the Effective Time, each share of Seller Common Stock held directly or indirectly by the Purchaser (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) and each share of Seller Common Stock held as treasury stock of the Corporation shall be cancelled and retired and cease to exist, and no exchange or payment shall be made with respect thereto.
(b) The shares of common stock of Purchaser Sub issued and outstanding immediately prior to the Effective Time shall become shares of the Surviving Corporation after the Merger and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving Corporation.
Effect on Outstanding Shares. 7 2.7 Shareholder Rights; Stock Transfers....................................................................9 2.8
Effect on Outstanding Shares. (a) By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of Seller Stock, issued and outstanding at the Effective Time shall become and be converted into the right to receive (i) $36,896 in cash and (ii) 6,434.70 shares of Purchaser Common Stock (the "Merger Consideration"). The total Merger Consideration shall be approximately 50% cash and 50% common stock with a total value of $34.0 million at the date of this Agreement. Fractional shares of Purchaser Common Stock will not be issued in the merger. Fractional shares shall be cashed out in an amount determined by multiplying the fractional share interest to which such holder would be entitled by $36,896.
(b) As of the Effective Time, all shares of Seller Stock shall no longer be outstanding and shall be automatically cancelled and retired and shall cease to exist, and each holder of a Certificate formerly representing any such share of Seller Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. After the Effective Time, there shall be no transfers on the stock transfer books of Seller.
(c) The Shares of Purchaser common stock to be issued to Seller Stockholders as contemplated in Section 2.02(a) will not be registered under the Securities Act or registered or qualified for sale under any state securities Law and cannot be resold without registration or an exemption under the Securities Act. Such shares will therefore be "restricted securities" as defined in Rule 144 under the Securities Act. Each certificate representing the Purchaser common stock shall bear a restrictive legend referencing the Securities Act. Purchaser agrees that in the event Purchaser registers with the Securities and Exchange Commission any shares held by its stockholders it will include as part of the registration statement shares issued to Seller Stockholders.
(d) Notwithstanding the foregoing, Purchaser and Seller agree that the number of shares of Purchaser Common Stock issued as Merger Consideration may be increased in order to ensure that the Merger qualifies as a tax free reorganization at the corporate level. In this regard, Purchaser shall increase the Purchaser Common Stock component to cause the aggregate value of the Purchaser Common Stock component to equal at least forty percent (40%) of the Merger Consideration (which determination shall be based upon the high and low trading price of Purchaser Common Stock ...
Effect on Outstanding Shares. (a) (i) By virtue of the Merger, automatically and without any action on the part of the holder thereof, each share of Company Common Stock issued and outstanding at the Effective Time (other than (x) shares the holder of which, pursuant to any applicable law providing for dissenters' or appraisal rights, is entitled to receive payment in accordance with the provisions of any such law, such holder to have only the rights provided in any such law (the "Dissenters' Shares"), and (y) shares held directly or indirectly by Western, other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) (the aggregate number of all such shares being hereinafter referred to as the "Outstanding Company Share Number") shall become and be converted into the right to receive, at the election of each holder thereof, but subject to the election and allocation procedures of this Section 1.2(a), the other provisions of this Section 1.2 and Section 1.3, either: (A) $28 in cash without interest (the "Cash Consideration"), or (B) 0.875 shares of Western Common Stock (the "Conversion Number") (as it may be increased as described in this Section 1.2(a), the "Stock Consideration"); A-2