Effect on the Shares. As of the Effective Time, by virtue of the Merger and without any action on the part of the Purchaser, Merger Sub, the Company or the holder of any shares of Company Common Stock or any shares of common stock of Merger Sub: (a) Company Common Stock. Each outstanding share of Company Common Stock will be automatically converted into the right to receive (i) $1.32543 per share less the Pro-Rata Share of the Holdback Amount in cash (the "Closing Date Merger Consideration") and (ii) one or more payments from the Escrow Fund, each time any part of the Holdback Amount is released from the Escrow Fund to the Company Stockholders after the Closing, in an amount equal to such Stockholder's Fractional Interest in the Escrow Fund. After the Effective Time and until surrendered for payment, each Company Common Stock certificate will represent only the right to receive the Merger Consideration, without interest.
Appears in 1 contract
Sources: Merger Agreement (Artistdirect Inc)
Effect on the Shares. As of the Effective Time, by virtue of the Merger and without any action on the part of the Purchaser, Merger Sub, the Company or the holder of any shares of Company Common Stock or any shares of common stock of Merger Sub:
(a) Company Common Stock. Each outstanding share of Company Common Stock will be automatically converted into the right to receive (i) $1.32543 1.47840 per share less the Pro-Rata Share of the Holdback Amount in cash (the "Closing Date Merger Consideration") and (ii) one or more payments from the Escrow Fund, each time any part of the Holdback Amount is released from the Escrow Fund to the Company Stockholders after the Closing, in an amount equal to such Stockholder's Fractional Interest in the Escrow Fund. After the Effective Time and until surrendered for payment, each Company Common Stock certificate will represent only the right to receive the Merger Consideration, without interest.
Appears in 1 contract
Sources: Merger Agreement (Artistdirect Inc)