Merger Consideration Conversion of Securities Sample Clauses
The "Merger Consideration; Conversion of Securities" clause defines how the ownership interests or securities of the merging entities will be exchanged or converted into the right to receive specific consideration, such as cash, stock, or other assets, upon completion of a merger. It typically outlines the exchange ratio, the process for surrendering old certificates, and any adjustments or treatment of outstanding options or warrants. This clause ensures that all parties understand exactly what they will receive in the merger and provides a clear mechanism for converting existing securities, thereby preventing disputes and ensuring a smooth transition of ownership.
Merger Consideration Conversion of Securities. (a) Merger Consideration. The “Aggregate Merger Consideration” payable by Parent upon the Closing shall consist of the following: (i) 17,177,066 shares of Parent Common Stock, (ii) Parent Options to purchase 5,942,078 shares of Parent Common Stock (on identical exercise terms as the Company Options being exchanged), and (iii) Parent Warrants to purchase up to 9,883,233 shares of Parent Common Stock (on identical exercise terms as the Company Warrants being exchanged). The Aggregate Merger Consideration for the shareholders of the Company as of the Effective Time (collectively, the “Shareholders”) and for each optionee and warrant holder of the Company is set forth on Schedule 1.5(a).
Merger Consideration Conversion of Securities. EXCHANGE OF CERTIFICATES
Merger Consideration Conversion of Securities. Section 3.1 Manner and Basis of Converting Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent or Acquisition Corp. or the holders of any outstanding shares of capital stock or other securities of the Company, Parent or Acquisition Corp.:
Merger Consideration Conversion of Securities. Section 3.1 Manner and Basis of Converting Capital Stock................................................7 Section 3.2 Surrender and Exchange of Certificates......................................................8 Section 3.3 Options, Warrants...........................................................................9 Section 3.4 Parent Common Stock........................................................................10
Merger Consideration Conversion of Securities. (a) Merger Consideration Definitions. for Company Stock. The “Aggregate Merger Consideration” payable by Parent upon the Closing shall be forty-four million four hundred and forty thousand (44,440,000) shares of Parent Common Stock. The “Pro Rata Merger Consideration” for each share of Company Common Stock shall be four hundred and forty-four and four tenths (444.40) shares of Parent Common Stock. The Pro Rata Merger Consideration for each stockholder of the Company as of the Effective Time (collectively, the “Stockholders”) is set forth on Schedule 1.5(a).
Merger Consideration Conversion of Securities. On the Closing Date, by virtue of the Merger and without any action on the part of Parent, Citadel, the Company or the holder of any of the securities of such corporations:
Merger Consideration Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of First Commercial, Bancshares or the holder of any of the securities of such corporations:
(a) Each share of Bancshares Stock issued and outstanding immediately prior to the Effective Time (other than shares as to which dissenters' rights have been perfected and not withdrawn or otherwise forfeited under applicable Arkansas law ("Dissenting Shares")) shall be canceled and extinguished and be converted into the right to receive that number of shares of First Commercial Stock equal to the result obtained by dividing (Y) 3,412,457 (the number of shares of First Commercial Stock to be issued in the Merger) by (Z) the number of outstanding shares of Bancshares Stock on the Closing Date (such consideration, as well as any payment due in lieu of fractional shares of First Commercial Stock as hereinafter provided being herein referred to as the "Merger Consideration"); provided, however, that in the event after the date hereof the shares of First Commercial Stock at any time outstanding prior to the Closing Date shall be subdivided, by reclassification, recapitalization, stock dividend, or otherwise, into a greater number of shares without the actual receipt by First Commercial of consideration (at least equal to book value) for the additional number of shares so issued, or the number of shares of First Commercial Stock at any time outstanding shall be reduced, by reclassification, recapitalization, reduction of capital stock, or otherwise, or the outstanding shares of First Commercial Stock shall be reclassified or changed other than in such manner, then the number of shares of First Commercial Stock that each holder of Bancshares Stock shall be deemed to have the right to receive shall be adjusted accordingly to the nearest 10,000th share of First Commercial Stock.
(b) No fractional shares of First Commercial Stock shall be issued as part of the Merger, and in lieu of fractional shares, First Commercial shall pay a sum in cash equal to the value of any such fractional share of First Commercial Stock to which any holder of Bancshares Stock shall be entitled determined on the basis of the last reported sales price on the Closing Date for shares of First Commercial Stock on the Nasdaq National Market.
(c) At and after the Effective Time, there shall be no transfers on the stock transfer books of Bancshares with respect to shares of Bancshares Stock issued and outstanding immediately...
Merger Consideration Conversion of Securities. (a) Merger Consideration Definitions for Company Stock. The “Aggregate Merger Consideration” payable by Foreign Parent upon the Closing shall be 6,195,494 shares of Foreign Parent Stock. The Pro Rata Merger Consideration (“Pro Rata Merger Consideration”) for each stockholder of the Company as of the date hereof (collectively, the “Stockholders”) is set forth on Schedule 1.5(a) and is subject to adjustment as set forth in Section 1.8 below. The Company will deliver to Foreign Parent the final Pro Rata Merger Consideration for each Stockholder as of the Effective Time (the “Final Merger Consideration Spreadsheet”).
Merger Consideration Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of CPI, the Company or the holder of any of the securities of such corporations:
Merger Consideration Conversion of Securities. Section 2.1 Closing Date Statements. Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Buyer:
(a) a statement (the “Closing Date Payment Certificate”), signed by the Chief Financial Officer of the Company, which sets forth, in each case, as of immediately preceding the Closing, the (i) name of each Stockholder of record on the books and records of the Company, (ii) number of shares of Common Stock owned of record by each such Stockholder, (iii) the portion of the Closing Date Payment Amount to be paid to such Stockholder (iv) name of each Option Holder, (v) Per Share Amount, (vi) Aggregate Option Exercise Price, (vii) amount of the Option Payment payable to each Option Holder pursuant to Section 2.5(a) and (viii) number of Fully Diluted Shares; and
(b) a statement (the “Closing Date Certificate”), signed by the Chief Financial Officer of the Company, which sets forth the Company’s good faith estimate of (i) the Cash and Cash Equivalents, (ii) the Net Working Capital and the Net Working Capital Adjustment based thereon and (iii) the Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”) (iv) the Closing Indebtedness on a lender-by-lender basis, where applicable (the “Estimated Closing Indebtedness”), and (v) the amount of the Merger Consideration determined on the basis of the foregoing (the “Estimated Merger Consideration Amount”), in each case prepared (x) as of immediately preceding the Closing and (y) in accordance with and based upon the Accounting Principles. The Stockholders shall be solely responsible for the allocation of the Merger Consideration among the Stockholders and Option Holders as set forth in the Closing Date Payment Certificate and as contemplated by this Agreement, and Buyer shall have no responsibility or liability in respect thereof.
Section 2.2 Calculation and Payment of the Merger Consideration.