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. 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. EXCHANGE OF CERTIFICATES
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. 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. (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. 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.
Merger Consideration Conversion of Securities. 1. Calculation and Payment of the Merger Consideration.
Merger Consideration Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities:
Merger Consideration Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the parties or the holders of any of the respective securities:
1.6.1 The Shares will be converted into the right to receive, on the Closing Date (as hereinafter defined), a combination of cash and Century common stock, par value $.01 per share ("Century Stock"). The merger consideration ("Merger Consideration") will consist off Five Million Two Hundred Nine Thousand Five Hundred and Twenty-One Dollars and Eighty-Eight Cents ($5,209,521.88) in cash via wire transfer of immediately available funds to an account designated prior to Closing and 459,662 shares of Century Stock (the "Closing Date Payment"). In addition, the Shareholders will have the opportunity to receive a combination of cash and Century Stock based upon the earn-out formula set forth on Exhibit B attached hereto and made a part hereof (the "Earn-out Payment"). The Century Stock that constitutes the Closing Date Payment shall be paid in accordance with Section 8.1 hereof. The number of shares of Century Stock issuable to the Shareholders was determined based upon the closing price of Century Stock on the NASDAQ System on February 12, 1998. The Closing Date Payment will be delivered to the Shareholders in the respective amounts set forth opposite each Shareholder's name on Exhibit A.
1.6.2 The Shares will be canceled immediately following the payment of the Closing Date Payment. Each common share of MDI Inc. and MDI II held in the treasury of MDI Inc. or MDI II will automatically be canceled and retired without any conversion thereof.