MERGER CONSIDERATION; CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES Clause Samples

This clause defines how the consideration for a merger is determined and distributed, and outlines the process for converting existing securities and exchanging certificates. It typically specifies what shareholders or security holders will receive in exchange for their old shares—such as cash, new shares, or a combination—and details the mechanics for surrendering old certificates and receiving new ones. By clearly setting out these procedures, the clause ensures a smooth transition of ownership and eliminates confusion regarding the rights and entitlements of former security holders during the merger process.
MERGER CONSIDERATION; CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES. 3.1 Calculation of the Closing Date Merger Consideration. The aggregate initial amount to be paid by Parent with respect to the Company Securities on the Closing Date shall equal the sum of (i) the Enterprise Value, less (ii) the Retention Amount, plus (iii) the Estimated Cash Amount, plus (iv) the Aggregate Exercise Price less (v) the Estimated Debt Amount, plus (vi) the amount (if any) by which the Estimated Working Capital exceeds the Target Working Capital, less (vii) the amount (if any) by which the Target Working Capital exceeds the Estimated Working Capital, less (viii) the Estimated Company Transaction Expenses Amount, if any, less (ix) the File Lock Holdback, if any, less (x) the Open Source Holdback, if any (the “Closing Date Merger Consideration”). The Closing Date Merger Consideration less (a) the Escrow Amount less (b) the Representative Holdback Amount shall equal the “Closing Date Cash Merger Consideration”.
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MERGER CONSIDERATION; CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES. SECTION 3.01. Calculation and Payment of the Merger Consideration.
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MERGER CONSIDERATION; CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES. SECTION 3.01 Calculation and Payment by Parent or Merger Sub of the Merger Consideration. (a) Calculation of Merger Consideration. The aggregate amount to be paid by Parent or Merger Sub with respect to the Fully-Diluted Company Shares shall equal the sum of the following: (i) Five Hundred Sixty Million Dollars ($560 Million), plus (ii) Estimated Closing Cash, plus or minus (iii) the excess or deficiency of Target Closing Net Working Capital determined by the calculations set forth in the Statement of Estimated Closing Net Working Capital under Section 3.01(b), minus (iv) the Payoff Amount required to be paid by Parent under Section 3.01(e) in the amount calculated pursuant to Section 6.12 hereof, minus (v) the Company Stockholder Transaction Expenses as set forth in the Schedule of Company Stockholder Transaction Expenses calculated and delivered in accordance with Sections 6.14(a)(v) and 11.01 hereof, plus (vi) the Germantown Net Appraisal Proceeds (if the Germantown Facility is not sold prior to the Closing) in accordance with Section 6.10(b) below. The aggregate amount of items (i) through (vi) immediately above is referred to herein as the “Merger Consideration.” Remittance and delivery of the Merger Consideration shall be made by Parent or Merger Sub in accordance with the provisions of Sections 3.01(d), 3.01(e) and 3.01(f) below. After the Effective Time, the Merger Consideration and the Common Merger Consideration shall be subject to the adjustments set forth in Sections 3.01(b), 3.01(c) and 3.05 (Closing Net Working Capital and Closing Cash).
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MERGER CONSIDERATION; CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES 
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Related to MERGER CONSIDERATION; CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

  • Conversion of Securities Exchange of Certificates 11 Section 3.1

  • Conversion of Shares Exchange of Certificates Section 2.1 Effect on Capital Stock 8 Section 2.2 Exchange of Shares 13 Section 2.3 Company Equity Awards 19 Section 2.4 Further Assurances 22 Section 2.5 Withholding Rights 22

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of (i) Class A Common Stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) and (ii) Class B Common Stock, par value $0.0001 per share, of the Company (the “Class B Common Stock” together with the Class A Common Stock, the “Company Stock”), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as defined below), shall be converted into and represent the right to receive such number of shares of Parent Common Stock as is equal to the “Conversion Ratio” set forth on Schedule 1.5(a) hereto such that the post-Merger capitalization structure shall be as set forth in Exhibit A. An aggregate of 5,833,333 shares of Parent Common Stock, subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company (including Dissenting Shares) outstanding immediately prior to the Effective Time (the “Company Stockholders”). The shares of Parent Common Stock into which the shares of Company Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time. (b) After the Effective Time, the Parent shall deliver certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the transfer agent for the Parent Common Stock. If any Company Stock Certificate shall have been lost, stolen or destroyed, the transfer agent for the Parent Common Stock may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Effect of the Merger on Capital Stock Exchange of Certificates Equity-Based Awards

  • Conversion of Company Shares At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) shall be converted into the right to receive 0.445 Parent Shares (the "PER SHARE MERGER CONSIDERATION"), and all such Company Shares shall no longer be outstanding, shall be canceled and shall cease to exist, and each holder of a certificate representing any such Company Shares shall thereafter cease to have any rights with respect to such Company Shares, except the right to receive the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate in accordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION"), provided, however, that the Per Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective Time.