data_type
stringclasses 3
values | contract_name
stringlengths 10
14
| text
stringlengths 30
16.8k
| answer
stringlengths 2
309
⌀ | label
int64 0
9
| question
stringlengths 19
112
| subquestion
stringlengths 2
156
| text_type
stringclasses 22
values | id
stringlengths 1
5
| category
stringclasses 7
values |
|---|---|---|---|---|---|---|---|---|---|
rare_answers | <RARE_ANSWERS> | 3.2 Effect of the Merger on Capital Stock. At the Merger Effective Time, by virtue of the Merger and without any action on the part of NewPubCo, C Merger Sub, the Company, or any holder of any securities of New PubCo, C Merger Sub or the Company: <omitted> (b) Capital Stock of the Company.
(i) Subject to the other provisions of this Article III, each share of Company Common Stock issued and outstanding immediately prior to the Merger Effective Time (excluding any Excluded Shares, the “Eligible Shares”) shall be converted into the right to receive from New PubCo a number of fully paid and nonassessable shares of New PubCo Class A Common Stock equal to the Exchange Ratio (together with any cash to be paid in lieu of fractional shares of New PubCo Class A Common Stock in accordance with Section 3.5(h)), the “Merger Consideration”), or $4.20 per share of Company Common Stock at the election of the shareholders. As used in this Agreement, “Exchange Ratio” means 0.2000, as may be adjusted pursuant to Section 6.15. (Page 17) | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
rare_answers | <RARE_ANSWERS> | Section 2.02. Conversion of Shares. (a) Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $62.10 in cash, without interest or equivalent number of shares with an exchange ratio of 0.779 into Parent Common Stock at the election of shareholders (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 2.03, without interest. (Page 10) | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
rare_answers | <RARE_ANSWERS> | 1.5 Conversion of Securities. Subject to the terms and conditions of this Agreement, at the Effective Time, automatically, by virtue of the Merger and without any further action on the part of Parent, Acquisition Sub, the Company or any stockholder of the Company: (a) all shares of Company Common Stock that are held in the Company’s treasury or are held directly by Parent or Acquisition Sub immediately prior to the Effective Time shall be cancelled and shall cease to exist, and no consideration shall be paid or payable in respect thereof; (b) except as provided in Section 1.5(a), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, without interest, a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio or amount worth $7.02 per share of Company Common Stock in cash at the election of shareholders (the per share consideration payable in accordance with this Section 1.5(b), the “Merger Consideration”); <omitted> “Exchange Ratio” shall mean 1.7234. (Page 7) | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
rare_answers | <RARE_ANSWERS> | Section 1.6 Effect on Capital Stock. <omitted> (ii) subject to Section 1.6(b) and Section 1.6(c), each share of Lambda Common Stock issued and outstanding (other than Excluded Shares) immediately prior to the Effective Time shall be converted into the right to receive from Pi 0.51 (the "Exchange Ratio") fully paid and nonassessable shares of common stock, $0.01 par value, of Pi (the “Pi Common Stock”) or cash worth $1.69 at the election of shareholders. (Page 10) | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
rare_answers | <RARE_ANSWERS> | A. Upon the terms and subject to the conditions of this Agreement, Parent has agreed to cause Purchaser to commence a cash tender offer (as it may be amended from time to time as permitted under this Agreement, the “Offer”) to acquire all of the outstanding shares of Company Common Stock (the “Company Shares”) for 0.0838 (the "Exchange Ratio") shares of Parent Common stock, or $53.00 per share of Company Common Stock, in cash (such amount, or any higher amount per share paid pursuant to the Offer, being the “Offer Price”), without interest, subject to any applicable withholding Taxes or into stock at the election of the shareholders. <omitted> (iii) except as provided in clauses “(i)” and “(ii)” above (the “Excluded Shares”) and subject to Section 2.5(b), each Company Share outstanding immediately prior to the Effective Time shall be cancelled and (other than any Dissenting Shares, as defined below) shall be converted into the right to receive the Offer Price (the “Merger Consideration”), without interest, subject to any applicable withholding of Taxes, and each holder of a Certificate or a Book-Entry Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.6; (Page 12) | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
rare_answers | <RARE_ANSWERS> | Section 2.02. Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.08, each share of Company Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $44.50 in cash, without interest or 0.9993 (the "Exchange Ratio") shares of Parent Company Stock at the election of shareholders (the “Common Merger Consideration”), upon the terms and subject to the conditions set forth herein. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Common Merger Consideration to be paid in accordance with Section 2.03, without interest. (Page 21)
Section 2.02. Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.08, each share of Company Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $44.50 in cash, without interest (the “Common Merger Consideration”) <omitted>
(e) Except as otherwise provided in Section 2.02(b) or Section 2.08, each share of Series D Stock outstanding immediately prior to the Effective Time shall be converted into an amount in cash, without interest, equal to the portion of the Common Merger Consideration that would have been payable in respect of such share of Series D Stock under Section 2.02(a) had such share of Series D Stock converted into Company Stock pursuant to the terms of the certificate of incorporation of the Company as in effect immediately prior to the Effective Time (the “Series D Merger Consideration” and, together with the Common Merger Consideration, the “Merger Consideration”), upon the terms and subject to the conditions set forth herein. As of the Effective Time, all such shares of Series D Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Series D Merger Consideration to be paid in accordance with Section 2.03, without interest. (Page 22)
Section 2.02. Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.08, each share of Company Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $44.50 in cash, without interest (the “Common Merger Consideration”) <omitted>
(e) Except as otherwise provided in Section 2.02(b) or Section 2.08, each share of Series D Stock outstanding immediately prior to the Effective Time shall be converted into an amount in cash, without interest, equal to the portion of the Common Merger Consideration that would have been payable in respect of such share of Series D Stock under Section 2.02(a) had such share of Series D Stock converted into Company Stock pursuant to the terms of the certificate of incorporation of the Company as in effect immediately prior to the Effective Time (the “Series D Merger Consideration” and, together with the Common Merger Consideration, the “Merger Consideration”), upon the terms and subject to the conditions set forth herein. As of the Effective Time, all such shares of Series D Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Series D Merger Consideration to be paid in accordance with Section 2.03, without interest. (Page 22) | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
rare_answers | <RARE_ANSWERS> | (a) Except as provided in Section 2.04(b) or in Section 2.07, each Company Common Share issued and outstanding immediately prior to the Effective Time (the “Shares”), other than the Excluded Shares and the Company RSAs, shall be canceled and shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive (i) an amount in cash, without interest, equal to $23.30 or 0.449 (the "Exchange Ratio") shares of Parent Common Stock, at the election of shareholders (the “Merger Consideration”), (A) upon surrender of the Certificate representing such Shares as provided in Article III, in the case of certificated Shares, and (B) automatically, in the case of Book-Entry Shares. All Shares, at the Effective Time, shall no longer be outstanding and shall automatically be retired and shall cease to exist, and each holder of a Certificate representing Shares or Book- Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein. (Page 21) | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
rare_answers | <RARE_ANSWERS> | Section 1.6 Effect on Capital Stock.
<omitted>
(ii) subject to Section 1.6(b) and Section 1.6(c), each share of East Common Stock issued and outstanding (other than Excluded Shares) immediately prior to the Effective Time shall be converted into the right to receive from Central 0.5165 (the "Exchange Ratio") fully paid and nonassessable shares of common stock, $0.10 par value, of Central (the “Central Common Stock”) or cash worth $0.99 at the election of shareholders. (Page 8) | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
rare_answers | <RARE_ANSWERS> | Section 2.1 Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Nicolet, the Company, or the holder of any shares of Company Common Stock, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be converted, subject to the election and allocation procedures in Section 2.3 and the fractional share procedures in Section 2.5, into the right to receive either: (i) 0.48 fully paid and nonassessable shares (the “Exchange Ratio”) of Nicolet Common Stock (the “Per Share Stock Consideration”), or (ii) Cash in the amount of $37.18 per share (the “Per Share Cash Consideration”). (Page 13) | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_4 | (a) except as otherwise provided in Section 2.03(b) or Section 2.05, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically canceled and converted into the right to receive $3.40 in cash without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with this Agreement; (Page 23) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_4 | (a) <omitted> each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically canceled and converted into the right to receive $3.40 in cash without interest (the “Merger Consideration”). (Page 23) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_5 | (a) other than (i) shares of Company Common Stock to be cancelled or converted pursuant to Section 2.03(b) and (ii) Dissenting Shares (such shares together with the shares of Company Common Stock to be cancelled or converted pursuant to Section 2.03(b), collectively, the “Excluded Shares”), each share of Company Common Stock outstanding immediately prior to the First Effective Time shall be converted into, and shall thereafter represent only, the right to receive, (A) 2.1243 (the “Exchange Ratio”) Parent ADSs (the “Share Consideration”), subject to Section 2.09 with respect to fractional Parent ADSs, and (B) $60.00 in cash without interest (the “Cash Consideration” and, together with the Share Consideration, the “Merger Consideration”) and, immediately following such conversion, shall be automatically cancelled and cease to exist (the “Cancellation”); (Page 26) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_5 | each share of Company Common Stock outstanding immediately prior to the First Effective Time shall be converted into, and shall thereafter represent only, the right to receive, (A) 2.1243 (the “Exchange Ratio”) Parent ADSs (the “Share Consideration”) <omitted> and (B) $60.00 in cash without interest (the “Cash Consideration” and, together with the Share Consideration, the “Merger Consideration”) (Page 26) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_6 | “Per Share Stock Consideration” means 0.7971 shares of GBCI Common Stock, which is subject to adjustment pursuant to Sections 7.2.2 and 7.3.2, and subject to further adjustment by an amount per share equal to the Stock Consideration Per Share Adjustment Amount, if any, pursuant to Section 4.15.2. Further, if GBCI declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the Execution Date and the Effective Date, the Per Share Stock Consideration will be adjusted accordingly. <omitted> 1.2.2 Outstanding AB Stock. Each share of AB Stock issued and outstanding as of the Effective Time will be converted into and represent the right to receive from GBCI in accordance with Section 1.6 (a) the Per Share Stock Consideration and (b) any cash in lieu of fractional shares of GBCI Common Stock in accordance with Section 1.3. (Page 14) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_6 | “Per Share Stock Consideration” means 0.7971 shares of GBCI Common Stock, which is subject to adjustment pursuant to Sections 7.2.2 and 7.3.2, and subject to further adjustment by an amount per share equal to the Stock Consideration Per Share Adjustment Amount, if any, pursuant to Section 4.15.2. Further, if GBCI declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the Execution Date and the Effective Date, the Per Share Stock Consideration will be adjusted accordingly. <omitted> 1.2.2 Outstanding AB Stock. Each share of AB Stock <omitted> will be converted into <omitted> the Per Share Stock Consideration (Page 14) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_8 | (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). (Page 6) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_8 | (i) <omitted> each share of common stock, <omitted> issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio <omitted> and (B) the Per Share Cash Consideration (Page 6) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_10 | (ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (except for shares of Company Common Stock to be canceled pursuant to Section 3.1(a)(i)) (each, a “Converted Share”) shall be (1) automatically canceled and shall cease to exist and (2) converted into the right to receive, subject to Section 3.3, 1.3125 (such ratio, as may be adjusted under Section 3.2, the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Merger Consideration”); and (Page 10) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_10 | each share of Company Common Stock issued and outstanding <omitted> shall be <omitted> (2) converted into the right to receive, <omitted> 1.3125 <omitted> shares of Parent Common Stock (the “Merger Consideration”) (Page 10) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_14 | 1.5 Conversion of Boston Private Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of SVB Financial, Boston Private or the holder of any of the following securities: (a) Subject to Section 2.2(e), each share of the common stock, par value $1.00 per share, of Boston Private issued and outstanding immediately prior to the Effective Time (the “Boston Private Common Stock”), except for shares of Boston Private Common Stock owned by Boston Private as treasury stock or otherwise owned by Boston Private or SVB Financial (in each case other than shares of Boston Private Common Stock (i) held in any Boston Private Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties and (ii) shares held, directly or indirectly, in respect of debts previously contracted (collectively, the “Exception Shares”)), shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive, without interest, (i) 0.0228 shares (the “Exchange Ratio”) of the common stock, par value $0.001 per share, of SVB Financial (the “SVB Financial Common Stock”) and (ii) $2.10 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”). (Page 11) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_14 | 1.5 Conversion of Boston Private Common Stock. At the Effective Time, <omitted> (a) <omitted> each share of the common stock, <omitted> of Boston Private issued and outstanding immediately prior to the Effective Time <omitted> shall be converted, <omitted> into the right to receive, without interest, (i) 0.0228 shares <omitted> of the common stock, <omitted> of SVB Financial <omitted> and (ii) $2.10 in cash (Page 11) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_18 | (a) Subject to Section 2.2(e), each share of the Class A Common Stock, par value $0.01 per share (the “Cadence Class A Common Stock”), of Cadence issued and outstanding immediately prior to the Effective Time and each share of the Class B Non-Voting Common Stock (the “ Cadence Class B Common Stock”), par value $0.01 per share, of Cadence issued and outstanding immediately prior to the Effective Time (collectively, the “Cadence Common Stock”), except for shares of Cadence Common Stock owned by Cadence or BancorpSouth (in each case, other than shares of Cadence Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties, or (ii) held, directly or indirectly, by Cadence or BancorpSouth in respect of debts previously contracted), shall be converted into the right to receive 0.70 shares (the “Exchange Ratio”; and such shares, the “Merger Consideration”) of the common stock, par value $2.50, of BancorpSouth (the “BancorpSouth Common Stock”); it being understood that at and after the Effective Time, pursuant to Section 1.6, the BancorpSouth Common Stock, including the shares issued to former holders of Cadence Common Stock, shall be the common stock of the Surviving Entity. (Page 12) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_18 | each share of the Class A Common Stock <omitted> of Cadence issued and outstanding immediately prior to the Effective Time and each share of the Class B Non-Voting Common Stock <omitted> of Cadence issued and outstanding immediately prior to the Effective Time <omitted> except for shares of Cadence Common Stock owned by Cadence or BancorpSouth <omitted> shall be converted into the right to receive 0.70 shares <omitted> of the common stock <omitted> of BancorpSouth (Page 12) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_19 | (b) Treatment of Canyon Newco Common Stock. At the First Effective Time, by virtue of the First Merger and without any action on the part of the Parties or holders of any securities of Canyon Newco or of Crystal Merger Sub, subject to Section 2.1(f) and any applicable withholding Tax, each share of Canyon Newco Common Stock issued and outstanding immediately prior to the First Effective Time (other than Canyon Newco Common Stock to be cancelled in accordance with Section 2.1(c) and other than any Dissenting Shares) shall be automatically converted into the right to receive the following consideration (collectively, the “Merger Consideration”): (i) $16.93 in cash, without interest (the “Per Share Cash Amount”) and (ii) an amount of a validly issued, fully paid and nonassessable Parent Share equal to the Exchange Ratio.
<omitted>
“Exchange Ratio” means 0.33787. (Page 5) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_19 | each share of Canyon Newco Common Stock issued and outstanding immediately prior to the First Effective Time <omitted> shall be automatically converted into the right to receive <omitted> (i) $16.93 in cash <omitted> (ii) an amount of a <omitted> Parent Share equal to the Exchange Ratio.
<omitted>
“Exchange Ratio” means 0.33787. (Page 5) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_21 | 1.6 Effect of Merger on Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, Company, or the holder of any of the following securities: (a) Each share of the Class A Common Stock, par value $1.00 per share, of Company (the “Class A Common Stock”) issued and outstanding immediately prior to the Effective Time and each share of the Class B Common Stock, par value $1.00 per share, of Company (the “Class B Common Stock,” and, together with the Class A Common Stock, the “Company Common Stock”), except for (i) shares of Company Common Stock owned by Company or Buyer (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans (as defined herein) or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity and (B) held, directly or indirectly, in respect of debts previously contracted (collectively, the “Exception Shares”)) and (ii) 2
Dissenting Shares (as defined herein), if any, shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive $115.28, without interest, in cash (the “Merger Consideration”) and dividends with respect to Company Common Stock with a record date prior to the Effective Time that was declared by Company on such Company Common Stock in accordance with the terms of this Agreement prior to the Closing and which remain unpaid at the Effective Time. (Pages 9-10) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_21 | 1.6 Effect of Merger on Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, Company, or the holder of any of the following securities: (a) Each share of the Class A Common Stock, par value $1.00 per share, of Company (the “Class A Common Stock”) issued and outstanding immediately prior to the Effective Time and each share of the Class B Common Stock, par value $1.00 per share, of Company (the “Class B Common Stock,” and, together with the Class A Common Stock, the “Company Common Stock”), <omitted> shall be converted, in accordance with the procedures set forth in this Agreement, into the right to receive $115.28, without interest, in cash (the “Merger Consideration”) (Pages 9-10) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_23 | (a) other than shares of Company Common Stock to be cancelled or converted pursuant to Section 2.03(b) (the “Excluded Shares”), each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into, and shall thereafter represent only, the right to receive, 0.396 (the “Exchange Ratio”) Parent ADSs (the “Merger Consideration”), subject to Section 2.08 with respect to fractional Parent ADSs, and immediately following such conversion, shall be automatically cancelled and cease to exist (the “Cancellation”); (Page 24) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_23 | each share of Company Common Stock <omitted> shall be converted into, and shall thereafter represent only, the right to receive, 0.396 <omitted> Parent ADSs (Page 24) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_24 | (b) Capital Stock of Golden. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of Golden (“Golden Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares, Converted Shares, or shares of Golden Common Stock subject to a Golden Restricted Share Award) (collectively, the “ Eligible Shares”) shall be converted into the right to receive from Labrador that number of fully paid and nonassessable shares of Labrador Common Stock equal to the Exchange Ratio (the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 4.0146. (Page 8) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_24 | each share of common stock, par value $0.01 per share, of Golden (“Golden Common Stock”), issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive from Labrador that number of fully paid and nonassessable shares of Labrador Common Stock equal to the Exchange Ratio (Page 8) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_27 | (iii) Conversion of Company Common Stock. Subject to the other provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares and any Dissenting Shares) shall, at the Effective Time, be converted automatically into and shall thereafter represent the right to receive (A) $220.00 in cash (the “Cash Consideration”) and (B) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (together with the cash in lieu of fractional shares of Parent Common Stock as specified in Section 2.1(d) and the Cash Consideration, the “Merger Consideration”). From and after the Effective Time, all of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book- entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1. (Page 8) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_27 | Subject to the other provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall, at the Effective Time, be converted automatically into and shall thereafter represent the right to receive (A) $220.00 in cash (the “Cash Consideration”) and (B) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (Page 8) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_28 | WHEREAS, on the Signing Date, Merger Sub will amend the terms of the Offer to provide for a price per Share of $92.00 without interest and after giving effect to any required withholdings as provided in Section 4.2(g) (such amount, or any higher amount per share that may be paid pursuant to the Offer, the “Offer Price”), net to the seller in cash, subject to the terms and conditions set forth in this Agreement; <omitted> “Per Share Merger Consideration” means an amount in cash equal to the Offer Price. <omitted> 4.1. Effect of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any capital stock of the Company or on the part of the sole stockholder of Merger Sub: (a) Merger Consideration. Each Eligible Share shall be converted into the right to receive the Per Share Merger Consideration, and shall cease to be outstanding, shall be cancelled and shall cease to exist, and each Certificate and each Book-Entry Share shall thereafter only represent the right to receive the Per Share Merger Consideration, payable pursuant to Section 4.2. <omitted> 4.2 Delivery of Merger Consideration (Page 32) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_28 | WHEREAS, on the Signing Date, Merger Sub will amend the terms of the Offer to provide for a price per Share of $92.00 without interest and after giving effect to any required withholdings as provided in Section 4.2(g) (such amount, or any higher amount per share that may be paid pursuant to the Offer, the “Offer Price”), net to the seller in cash, subject to the terms and conditions set forth in this Agreement; <omitted> “Per Share Merger Consideration” means an amount in cash equal to the Offer Price. <omitted> 4.1. Effect of the Merger on Capital Stock. At the Effective Time <omitted> Each Eligible Share shall be converted into the right to receive the Per Share Merger Consideration (Page 32) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_32 | A. Parent has agreed to cause Purchaser to commence a cash tender offer (as it may be amended from time to time as permitted under this Agreement, the “Offer”) to acquire all of the outstanding shares of common stock, $0.0001 par value per share, of the Company (the “Shares”), other than the Excluded Shares, for $34.00 per share (such amount, or any higher amount per Share paid pursuant to the Offer, and as may be adjusted in accordance with Section 1.1(g), being the “Offer Price”), net to the seller in cash, without interest, and subject to any withholding of Taxes, upon the terms and subject to the conditions of this Agreement. <omitted> (a) Commencement of the Offer. Provided that this Agreement shall not have been terminated in accordance with Section 8, promptly after the date of this Agreement but in no event more than ten (10) business days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Sections 1.1(e) and 1.2(b)), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding Shares (other than Shares to be cancelled pursuant to Sections 2.5(a)(i) and 2.5(a)(ii) (collectively, the “Excluded Shares”), at a price per Share equal to the Offer Price, net to the seller in cash, without interest, and subject to any withholding of Taxes in accordance with Section 2.6(e). (Page 8) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_32 | A. Parent has agreed to cause Purchaser <omitted> to acquire all of the outstanding shares of common stock <omitted> of the Company (the “Shares”) <omitted> for $34.00 per share (such amount, or any higher amount per Share paid pursuant to the Offer, and as may be adjusted in accordance with Section 1.1(g), being the “Offer Price”), net to the seller in cash <omitted> (a) Commencement of the Offer. <omitted> Purchaser shall (and Parent shall cause Purchaser to) commence <omitted> the Offer to purchase all of the outstanding Shares <omitted> at a price per Share equal to the Offer Price, net to the seller in cash, without interest, and subject to any withholding of Taxes in accordance with Section 2.6(e). (Page 8) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_35 | (ii) each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (except for shares of Company Common Stock to be canceled under Section 2.1(a)(i) and Appraisal Shares) (each, a “Converted Share”) shall be (A) automatically canceled and shall cease to exist and (B) converted into the right to receive (1) subject to Section 2.3, 0.44 validly issued, fully paid and nonassessable shares of Parent Common Stock (such ratio, as may be adjusted under Section 2.2, the “Exchange Ratio”) and (2) $23.875 in cash, without interest (such amount of cash, as may be adjusted under Section 2.2, the “Per-Share Cash Amount” and, the foregoing clauses (1) and (2), collectively, the “Merger Consideration”); and (Page 8) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_35 | (ii) each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time <omitted> shall be <omitted> converted into <omitted> 0.44 validly issued, fully paid and nonassessable shares of Parent Common Stock <omitted> and (2) $23.875 in cash, (Page 8) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_36 | (b) Conversion of Company Securities. Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares cancelled pursuant to Section 3.1(a) and any Dissenting Shares) shall be converted into the right to receive $80.00 per share of Company Common Stock in cash, without interest (the “Merger Consideration”). Each share of Company Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3.1(b) shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist, and the holders of certificates (the “Certificates”) or book-entry evidence of shares (“Book-Entry Evidence”) which immediately prior to the Effective Time represented such shares of Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book-Entry Evidence in accordance with Section 3.2, the Merger Consideration without interest thereon. (Page 13) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_36 | (b) Conversion of Company Securities. <omitted> each share of Company Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive $80.00 per share of Company Common Stock in cash, without interest (the “Merger Consideration”). (Page 13) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_41 | (i) Conversion of Company Common Stock. Each Share (including each Restricted Share) issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shall be cancelled and extinguished and automatically converted into the right to receive $70 in cash, without interest, subject to deduction for any required withholding Tax required to be withheld therefrom under applicable Law, in accordance with Section 2.05 (the “Merger Consideration”), and all of such Shares shall cease to be outstanding, shall cease to exist, and each certificate representing a Share (a “Certificate”) or a non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration without interest thereon, subject to deduction for any required withholding Tax required to be withheld therefrom under applicable Law, in accordance with Section 2.05. (Page 4) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_41 | Each Share <omitted> issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shall be cancelled and extinguished and automatically converted into the right to receive $70 in cash, without interest, subject to deduction for any required withholding Tax (Page 4) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_45 | WHEREAS, the Company, Parent and Merger Sub desire to effect the acquisition of the Company by Parent through the merger of Merger Sub with and into the Company, with the Company surviving the merger as the surviving corporation (the “Merger”), in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), pursuant to which each share of common stock, par value $0.01 per share, of the Company (the “Company Stock”), shall be converted into the right to receive $55.50 in cash, without interest (the “Merger Consideration”), all upon the terms and subject to the conditions set forth herein;
<omitted>
(b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time (other than shares (i) to be canceled in accordance with Section 2.5(a) and (ii) subject to the provisions of Section 2.7) shall at the Effective Time be converted into the right to receive the Merger Consideration, subject to the provisions of this Article II. (Page 25) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_45 | WHEREAS, the Company, Parent and Merger Sub desire to effect the acquisition of the Company by Parent <omitted> , pursuant to which each share of common stock, par value $0.01 per share, of the Company (the “Company Stock”), shall be converted into the right to receive $55.50 in cash, without interest (the “Merger Consideration”)
<omitted>
(b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time <omitted> shall at the Effective Time be converted into the right to receive the Merger Consideration, subject to the provisions of this Article II. (Page 25) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_53 | (a) Merger Consideration. Each share of Common Stock (as defined below) issued and outstanding immediately prior to the Effective Time (each such share, a “Share”) (other than (i) Shares owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent immediately prior to the Effective Time and Shares owned by the Company or any wholly owned subsidiary of the Company immediately prior the Effective Time, including Shares held in treasury by the Company, and in each case not held on behalf of third parties (collectively, the “Cancelled Shares”), (ii) the Dissenting Shares (as defined below) and (iii) Shares of Restricted Stock (as defined below)) shall be converted automatically into and shall thereafter represent the right to receive $22.00 per share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares that have been converted into a right to receive the Per Share Merger Consideration as provided in this Section 2.1(a) shall no longer be outstanding, shall be cancelled and extinguished automatically and shall cease to exist, and each former holder of such Shares that were outstanding immediately prior to the Effective Time will cease to have any rights with respect to such Shares, except for the right to receive the Per Share -3-
Merger Consideration for each such Share to be paid in consideration therefor in accordance with this Article II. (Pages 12-13) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_53 | Each share of Common Stock <omitted> issued and outstanding immediately prior to the Effective Time <omitted> shall be converted automatically into <omitted> the right to receive $22.00 per share in cash, without interest (the “Per Share Merger Consideration”). (Pages 12-13) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_54 | ( c ) Subject to the other provisions of this Article 2, each share of First Choice Common Stock issued and outstanding immediately prior to the Effective Time (including, for the avoidance of doubt, shares of First Choice Common Stock underlying First Choice Stock Awards) (other than First Choice Common Stock to be cancelled pursuant to Section 2.01(b) and Dissenting Shares) shall be converted into the right to receive 0.6603 (as may be adjusted pursuant to Section 5.18(d), the “Exchange Ratio”) shares of Enterprise Common Stock. (Page 9) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_54 | each share of First Choice Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive 0.6603 ( <omitted> the “Exchange Ratio”) shares of Enterprise Common Stock. (Page 9) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_55 | WHEREAS, Parent has agreed to cause Purchaser to commence a cash tender offer (as it may be amended from time to time as permitted under this Agreement, the “Offer”) to acquire all of the outstanding shares of Company Common Stock (the “Shares”) for $38.00per Share (such amount, or any higher amount per Share paid pursuant to the Offer, being the “Offer Price”), in cash, minus any applicable withholding Taxes and without interest, on the terms and subject to the conditions set forth in this Agreement <omitted> (iv) except for (A) any Shares validly tendered and irrevocably accepted for purchase pursuant to the Offer in accordance with Section 2.1(f), (B) the Excluded Shares and (C) Dissenting Shares, each Share then issued and outstanding shall be converted into the right to receive the Offer Price in cash, without interest (the “Merger Consideration”), minus any withholding of Taxes required by applicable Laws in accordance with Section 3.6(d) (Page 20) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_55 | each Share <omitted> shall be converted into the right to receive the Offer Price in cash, without interest (the “Merger Consideration”), minus any withholding of Taxes required by applicable Laws in accordance with Section 3.6(d) (Page 20) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_56 | (a) Subject to Section 2.2(e), each share of the common stock, par value $0.01 per share, of Flagstar issued and outstanding immediately prior to the Effective Time (the “Flagstar Common Stock”), except for shares of Flagstar Common Stock owned by Flagstar or NYCB (in each case, other than shares of Flagstar Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties, or (ii) held, directly or indirectly, by Flagstar or NYCB in respect of debts previously contracted (collectively, the “Excluded Shares”)), shall be converted into the right to receive 4.0151 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of NYCB (the “NYCB Common Stock”) (the “Merger Consideration”). (Page 10) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_56 | each share of the common stock, <omitted> of Flagstar issued and outstanding immediately prior to the Effective Time (the “Flagstar Common Stock”), shall be converted into the right to receive 4.0151 shares (the “Exchange Ratio”) of common stock, <omitted> of NYCB (the “NYCB Common Stock”) (the “Merger Consideration”). (Page 10) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_58 | (a) Each share of common stock, par value $0.001 per share, of the Company (a “Share”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be canceled in accordance with Section 2.1(b), (ii) Company Restricted Shares to be treated as set forth in Section 2.2(d) and (iii) any Dissenting Shares), shall thereupon be converted automatically into and shall thereafter represent the right to receive $24.00 in cash, without interest (the “Merger Consideration”), subject to deduction for any required withholding Tax. As of the Effective Time, all Shares issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist and shall thereafter only represent the right to receive the Merger Consideration to be paid in accordance with Section 2.3, without interest. (Page 10) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_58 | (a) Each share of common stock <omitted> shall thereupon be converted <omitted> into <omitted> the right to receive $24.00 in cash (Page 10) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_60 | (i) Merger Consideration. Each share of common stock, par value $0.01 per share, of the Company (the “Shares” and each, a “Share”) issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Merger Sub or any Company Subsidiary (each such Share, an “Excluded Share” and, collectively, the “Excluded Shares”)) shall be converted into the right to receive $13.50 per Share in cash without interest and subject to deduction for any required withholding Tax in accordance with Section 4.2(f) (the “Merger Consideration”). At the Effective Time, all of the Shares (other than Excluded Shares) shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of the Shares (other than the Excluded Shares) and (B) each book-entry account formerly representing any uncertificated Shares (“Uncertificated Shares”) (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration. (Page 10) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_60 | (i) Merger Consideration. Each share of common stock, <omitted> issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive $13.50 per Share in cash without interest and subject to deduction for any required withholding Tax in accordance with Section 4.2(f) (the “Merger Consideration”). (Page 10) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_63 | WHEREAS, the Parties intend that, subject to the terms and conditions of this Agreement, Merger Sub shall commence a cash tender offer to acquire any and all of the outstanding Shares (as defined below) of the Company for $19.00 per share (such amount, or any other amount per share paid in suchoffer in accordance with this Agreement, the “Offer Price”), net to the seller in cash, without interest (such offer, as may be extended and amended from time totime as permitted under, or required by, this Agreement, the “Offer”);
<omitted>
(c) Conversion of Shares. Each Share issued and outstanding immediately prior to the Effective Time (other than (i) Dissenting Shares to be treated in accordance with Section 3.02(f) and (ii) Excluded Shares to be canceled in accordance with Section 3.01(b)) (each, an “Eligible Share”) shall be converted automatically into and shall thereafter represent only the right to receive the Offer Price, net to the seller in cash, without interest (the “Merger Consideration”). As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Share (each, a “Certificate”) or non-certificated Shares held in book entry form (each, a “Book Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest, to be paid in consideration therefor upon surrender of such Certificate or Book Entry Share in accordance with Section 3.02. (Page 14) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_63 | WHEREAS, the Parties intend that <omitted> Merger Sub shall <omitted> acquire any and all of the outstanding Shares <omitted> of the Company for $19.00 per share (such amount, or any other amount per share paid in such offer in accordance with this Agreement, the “Offer Price”), net to the seller in cash
<omitted>
Each Share issued and outstanding immediately prior to the Effective Time <omitted> shall be converted automatically into and shall thereafter represent only the right to receive the Offer Price, net to the seller in cash, without interest (the “Merger Consideration”). (Page 14) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_62 | WHEREAS, pursuant to this Agreement, Purchaser has agreed to commence a tender offer (as it may be extended and amended from time to time as permitted under this Agreement, the “Offer”) to purchase all of the issued and outstanding shares of Company Common Stock (such shares of Company Common Stock being hereinafter referred to as the “Shares”), at a price per Share of $24.05 (such amount, or any different amount per share paid pursuant to the Offer to the extent permitted under this Agreement, including as may be adjusted in accordance with Section 1.1(g), the “Offer Price”);
<omitted>
(iii) except as provided in clauses (i) and (ii) above and subject to Section 2.5(b) and Section 2.10, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price, without interest (the “Merger Consideration”); (Page 12) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_62 | WHEREAS, pursuant to this Agreement, Purchaser has agreed to commence a tender offer <omitted> to purchase all of the issued and outstanding shares of Company Common Stock
<omitted>
at a price per Share of $24.05 (<omitted> the “Offer Price”);
<omitted>
(iii) except as provided in clauses (i) and (ii) above and subject to Section 2.5(b) and Section 2.10, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price, without interest (the “Merger Consideration”); (Page 12) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_64 | (iii) All Other Shares. Each Share that is outstanding immediately prior to the Effective Time (other than (A) Shares to be cancelled in accordance with Section 1.5(a)(i) and Section 1.5(a)(ii) (collectively, the “Cancelled Shares”) and (B) Dissenting Shares) shall be automatically converted into the right to receive an amount, net to the seller in cash, without interest, equal to $12.50 (the “Per Share Merger Consideration”), subject to any required withholding of Taxes. All Shares that have been converted pursuant to this Section 1.5(a)(iii) shall be cancelled automatically and shall be extinguished and cease to exist, and the holders of (1) Shares represented by Company Stock Certificates (as defined below) or (2) Book-Entry Shares shall cease to have any rights with respect to those Shares, other than the right to receive the Per Share Merger Consideration in accordance with Section 1.8. (Page 4) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_64 | Each Share that is outstanding immediately prior to the Effective Time <omitted> shall be automatically converted into the right to receive an amount, <omitted> without interest, equal to $12.50 (Page 4) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_66 | (c) Conversion of Company Common Stock.
(i) Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than the Excluded Shares) (collectively, the “Shares”) shall be converted into and become one (1) share of Initial Surviving Company Stock, and each such share of Initial Surviving Company Stock shall immediately thereafter be automatically exchanged for (A) 0.6710 (the “Exchange Ratio”) Parent ADSs duly and validly issued against the deposit of the requisite number of underlying Parent Ordinary Shares in accordance with the Deposit Agreement (the “Merger Consideration”) in accordance with Section 2.3(a) (Page 9) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_66 | (c) Conversion of Company Common Stock.
(i) Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time <omitted> shall be converted into and become one (1) share of Initial Surviving Company Stock, and each such share of Initial Surviving Company Stock shall immediately thereafter be automatically exchanged for (A) 0.6710 (the “Exchange Ratio”) Parent ADSs (Page 9) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_67 | (a) Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company, their respective stockholders or any other Person, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (but excluding any Cancelled Shares and any Dissenting Shares) shall be cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive an amount in cash equal to $37.00 (such amount of cash, as may be adjusted pursuant to Section 3.01(e), is hereinafter referred to as the “Merger Consideration”), payable to the holder thereof, without interest, in accordance with Section 3.02. (Page 11) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_67 | (a) Conversion of Company Common Stock. <omitted> each share of Company Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall be <omitted> automatically converted into <omitted> the right to receive an amount in cash equal to $37.00 ( <omitted> the “Merger Consideration”) (Page 11) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_79 | (b) Capital Stock of the Company. <omitted>
(i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares, any Converted Shares, any Dissenting Shares and Company Restricted Stock Awards, which shall be treated as set forth in Section 3.2(a)) (such shares of Company Common Stock, the “Eligible Shares”) shall be converted into the right to receive, in accordance with the terms of this Agreement, (A) $11.00 per share in cash, without interest, from Parent (such amount of cash, the “Cash Consideration”) and (B) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio from Parent (such shares of Parent Common Stock, together with the Cash Consideration, the “Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.32. <omitted>
(iv) Each share of Company Preferred Stock shall remain outstanding as a share of Company Preferred Stock immediately following the Effective Time, and no consideration shall be delivered in exchange therefor. (Page 10) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_79 | (b) Capital Stock of the Company. <omitted>
(i) <omitted> each share of common stock <omitted> of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive <omitted> (A) $11.00 per share in cash, without interest, from Parent (such amount of cash, the “Cash Consideration”) and (B) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio from Parent (such shares of Parent Common Stock, together with the Cash Consideration, the “Merger Consideration”). <omitted>
(iv) Each share of Company Preferred Stock shall remain outstanding as a share of Company Preferred Stock immediately following the Effective Time, and no consideration shall be delivered in exchange therefor. (Page 10) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_82 | Section 1.2 Conversion of Shares of Common Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or any holder of any shares of Company Common Stock or any shares of capital stock of Merger Subsidiary or Parent: (a) except as otherwise provided in Section 1.2(b), Section 1.2(c) or Section 1.4, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to exist and shall be converted into the right to receive $37.00 in cash, without interest (such amount, as may be adjusted in accordance with Section 1.8, the “Merger Consideration”), and each holder of any such share of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.3 or Section 1.5, as applicable; (Page 5) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_82 | each share of Company Common Stock outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive $37.00 in cash, without interest ( <omitted> the “Merger Consideration”) (Page 5) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_87 | (a) At the Effective Time, by virtue of the Merger and without any action on the part of Nicolet, the Company, or the holder of any shares of Company Common Stock, each share of Company Common <omitted> Stock issued and outstanding immediately prior to the Effective Time, will be converted, subject to the fractional share procedures in Section 2.4 and the dissenters rights provisions in Section 2.5, into the right to receive: (i) 0.22 fully paid and nonassessable shares (the “Exchange Ratio”) of Nicolet Common Stock (the “Per Share Stock Consideration”), and (ii) $4.64 in cash, without interest (the “Per Share Cash Consideration”). (Pages 13-14) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_87 | (a) At the Effective Time, <omitted> each share of Company Common
<omitted> Stock issued and outstanding immediately prior to the Effective Time, will be converted <omitted> into the right to receive: (i) 0.22 fully paid and nonassessable shares <omitted> of Nicolet Common Stock <omitted> and (ii) $4.64 in cash, without interest (Pages 13-14) | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_88 | (ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (except for shares of Company Common Stock to be canceled under Section 2.1(a)(i), Appraisal Shares, Company RSAs and Company Director RSAs) (each, a “Converted Share”) shall be automatically canceled and shall cease to exist and shall be converted into the right to receive $95.00 in cash, without interest (the “Merger Consideration”) (Page 4) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_88 | (ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive $95.00 in cash, without interest (the “Merger Consideration”) (Page 4) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_89 | (a) Merger Consideration. Each share of common stock, par value $0.01 per share, of the Company (each, a “Share”) issued and outstanding immediately prior to the Effective Time (including any Restricted Shares that fully vest pursuant to Section 2.02(a)), other than (i) the Cancelled Shares, which shall be treated in accordance with Section 2.01(b), and (ii) the Dissenting Shares, which shall be treated in accordance with Section 2.05, shall be converted into the right to receive $23.50 per Share in cash (minus the Final Adjustment Amount, if any), without interest thereon (the “Merger Consideration”). (Page 7) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_89 | (a) Merger Consideration. Each share of common stock, <omitted> issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive $23.50 per Share in cash (minus the Final Adjustment Amount, if any), without interest thereon (the “Merger Consideration”). (Page 7) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_90 | (b) except as provided in Section 1.5(a), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, without interest, a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio (the per share consideration payable in accordance with this Section 1.5(b), the “Merger Consideration”); <omitted> Exchange Ratio. “Exchange Ratio” shall mean 0.6300. (Page 8) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_90 | each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, without interest, a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio ( <omitted> the “Merger Consideration”); <omitted> Exchange Ratio. “Exchange Ratio” shall mean 0.6300. (Page 8) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_92 | WHEREAS, the Company, Parent and Merger Sub desire to effect the acquisition of the Company by Parent through the merger of Merger Sub with and into the Company, with the Company surviving the merger as the surviving corporation (the “Merger”), in accordance with the Iowa Business Corporation Act (the “IBCA”), each share of Common Stock, par value $1.00 per share, of the Company (“Common Stock”) and Class B Common Stock, par value $1.00 per share, of the Company (“Class B Stock”, and together with the Common Stock, the “Company Stock”) shall be converted into the right to receive $14.51 in cash (such amount, the “Merger Consideration”) upon the terms and subject to the conditions set forth herein; <omitted>
Section 2.6 Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holder of any securities of the Company or Merger Sub: (a) All shares of Company Stock that are owned, directly or indirectly, by Parent, any direct or indirect wholly-owned Subsidiary of Parent (including Merger Sub), the Company or any of its wholly-owned Subsidiaries (including shares held as treasury stock or otherwise) immediately prior to the Effective Time shall be canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time (other than shares (i) to be canceled in accordance with Section 2.6(a), and (ii) subject to the provisions of Section 2.8) shall at the Effective Time automatically be converted into the right to receive the Merger Consideration, subject to the provisions of this Article II. (Page 22) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_92 | each share of Common Stock, par value $1.00 per share, of the Company (“Common Stock”) and Class B Common Stock, par value $1.00 per share, of the Company (“Class B Stock”, and together with the Common Stock, the “Company Stock”) shall be converted into the right to receive $14.51 in cash (such amount, the “Merger Consideration” <omitted>
Section 2.6 Effect of the Merger on Capital Stock of the Company and Merger Sub. At the Effective Time, by virtue of the Merger <omitted> : <omitted> (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time <omitted> shall at the Effective Time automatically be converted into the right to receive the Merger Consideration (Page 22) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_85 | SECTION 2.1 Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of Company Common Stock or Merger Sub Common Stock: <omitted> (b) Conversion of Company Common Stock. Subject to Section 2.2: (i) Each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall be automatically, and without any election on the part of the holder of Company Class A Common Stock, converted into the right to receive a number of fully paid and non-assessable shares of Parent Class A Common Stock such that each holder of record of shares of Company Class A Common Stock immediately prior to the Effective Time shall have the right to receive, in the aggregate, a number of shares of Parent Class A Common Stock equal to the product of (x) the total number of shares of Company Class A Common Stock held of record by such holder immediately prior to the Effective Time, multiplied by (y) the Class A Exchange Ratio, with such product rounded up to the next whole share of Parent Class A Common Stock (the “Class A Merger Consideration”), and each such share of Company Class A Common Stock, when so converted, shall cease to be outstanding and shall cease to exist, and each (A) valid certificate or certificates which immediately prior to the Effective Time represented any such shares of Company Class A Common Stock (each, a “Class A Certificate”) or (B) non-certificated share of Company Class A Common Stock held in book entry (each, a “Class A Book-Entry Share”) shall, upon the Effective Time, represent the right to receive the Class A Merger Consideration and the right to receive any dividends or other distributions to which holders become entitled upon the surrender of such Class A Certificate or such Class A Book-Entry Share in accordance with Section 2.2, without interest. (ii) Each share of Company Class B Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall be automatically, and without any election on the part of the holder of Company Class B Common Stock, converted into the right to receive a number of fully paid and non-assessable shares of Parent Class B Common Stock such that each holder of record of shares of Company Class B Common Stock immediately prior to the Effective Time shall have the right to receive, in the aggregate, a number of shares of Parent Class B Common Stock equal to the product of (x) the total number of shares of Company Class B Common Stock held of record by such holder immediately prior to the Effective Time, multiplied by (y) the Class B Exchange Ratio, with such product rounded up to the next whole share of Parent Common Stock (the “Class B Merger Consideration”), and each such share of Company Class B Common Stock, when so converted, shall cease to be outstanding and shall be automatically canceled and shall cease to exist, and each (A) valid certificate or certificates which immediately prior to the Effective Time represented any such shares of Company Class B Common Stock (each, a “Class B Certificate”) or (B) non-certificated share of Company Class B Common Stock held in book entry (each, a “Class B Book-Entry Share”) shall, upon the Effective Time, represent the right to receive the Class B Merger Consideration and the right to receive any dividends or other distributions to which holders become entitled upon the surrender of such Class B Certificate or Class B Book-Entry Share in accordance with Section 2.2, without interest. <omitted> “Class A Exchange Ratio” means 0.172. “Class B Exchange Ratio” means 0.172. (Page 9) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_85 | SECTION 2.1 Effect on Capital Stock. <omitted> (b) Conversion of Company Common Stock. Subject to Section 2.2: (i) Each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall be automatically, and without any election on the part of the holder of Company Class A Common Stock, converted into the right to receive a number of fully paid and non-assessable shares of Parent Class A Common Stock such that each holder of record of shares of Company Class A Common Stock immediately prior to the Effective Time shall have the right to receive, in the aggregate, a number of shares of Parent Class A Common Stock equal to the product of (x) the total number of shares of Company Class A Common Stock held of record by such holder immediately prior to the Effective Time, multiplied by (y) the Class A Exchange Ratio, with such product rounded up to the next whole share of Parent Class A Common Stock (the “Class A Merger Consideration”) <omitted> (ii) Each share of Company Class B Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall be automatically, and without any election on the part of the holder of Company Class B Common Stock, converted into the right to receive a number of fully paid and non-assessable shares of Parent Class B Common Stock such that each holder of record of shares of Company Class B Common Stock immediately prior to the Effective Time shall have the right to receive, in the aggregate, a number of shares of Parent Class B Common Stock equal to the product of (x) the total number of shares of Company Class B Common Stock held of record by such holder immediately prior to the Effective Time, multiplied by (y) the Class B Exchange Ratio, with such product rounded up to the next whole share of Parent Common Stock (the “Class B Merger Consideration”) <omitted> “Class A Exchange Ratio” means 0.172. “Class B Exchange Ratio” means 0.172. (Page 9) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_86 | (i) Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, shall automatically be converted at the Effective Time into the right to receive $58.50 in cash, without interest (the “Merger Consideration”), and all of such Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate representing a Share (a “Certificate”) or non- certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any of the Shares (other than Excluded Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest thereon, subject to Section 2.05. (Page 3) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_86 | (i) Conversion of Company Common Stock. Each Share issued and outstanding immediately prior to the Effective Time <omitted> shall automatically be converted at the Effective Time into the right to receive $58.50 in cash, without interest (the “Merger Consideration”) (Page 3) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_95 | (b ) Conversion of NIC Common Stock. Each share of NIC Common Stock issued and outstanding immediately prior to the Effective Time (other than (A) Cancelled Shares, (B) such shares that are Dissenting Shares, and (C) shares of NIC Common Stock subject to the Assumed RSAs) shall be converted into the right to receive $34.00 in cash (the “Merger Consideration”), without interest thereon, which shall be payable in accordance with Section 3.3. At the Effective Time, all such shares of NIC Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a Stock Certificate or Book-Entry Share that immediately prior to the Effective Time represented any such shares of NIC Common Stock shall cease to have any rights with respect thereto, except the right to receive, subject to the terms and conditions of this Agreement, the Merger Consideration. (Page 7) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_95 | Each share of NIC Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall be converted into the right to receive $34.00 in cash (the “Merger Consideration”), without interest (Page 7) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_100 | (a) Capital Stock. <omitted> (i) each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding as of immediately prior to the Effective Time will be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and thereupon each certificate representing ownership of such shares of common stock of Merger Sub will thereafter represent ownership of shares of common stock of the Surviving Corporation; (Page 27) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_100 | (i) each share of common stock, par value $0.01 per share, of Merger Sub <omitted> will be converted into one <omitted> share of common stock of the Surviving Corporation (Page 27) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_101 | (a) Common Stock Merger Consideration. Each share of Common Stock (“Common Shares”) issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Converted Shares and Dissenting Shares (collectively, “Excluded Shares”)) shall at the Effective Time automatically be cancelled and converted into the right to receive $11.50 per Share in cash (the “Common Stock Merger Consideration”), without interest and subject to applicable withholding taxes pursuant to Section 2.7(g), whereupon such Common Shares will cease to exist and no longer be outstanding, and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Common Stock Merger Consideration, without interest, upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.7. (b) Preferred Stock Merger Consideration. Each share of Company Preferred Stock (“Preferred Shares”, collectively with the Common Shares, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall at the Effective Time automatically be cancelled and converted into the right to receive an amount equal to the sum of (1) the product of (x) the Common Stock Merger Consideration multiplied by (y) 1.66611, plus (2) an amount equal to (x) the number of Preferred Shares issuable in respect of any accrued and unpaid dividends thereon as of the Effective Time, multiplied by (y) the Common Stock Merger Consideration multiplied by (z) 1.66611, in cash (the “Preferred Stock Merger Consideration”, collectively with the Common Stock Merger Consideration, the “Merger Consideration”), without interest and subject to applicable withholding taxes pursuant to Section 2.7(g), whereupon such Preferred Shares will cease to exist and no longer be outstanding, and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Common Stock Merger Consideration, without interest, upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.7. (Page 11) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_101 | (a) Common Stock Merger Consideration. Each share of Common Stock <omitted> issued and outstanding immediately prior to the Effective Time <omitted> shall at the Effective Time automatically be cancelled and converted into the right to receive $11.50 per Share in cash (the “Common Stock Merger Consideration”), without interest and subject to applicable withholding taxes pursuant to Section 2.7(g), <omitted> (b) Preferred Stock Merger Consideration. Each share of Company Preferred Stock <omitted> issued and outstanding immediately prior to the Effective Time <omitted> shall at the Effective Time automatically be cancelled and converted into the right to receive an amount equal to the sum of (1) the product of (x) the Common Stock Merger Consideration multiplied by (y) 1.66611, plus (2) an amount equal to (x) the number of Preferred Shares issuable in respect of any accrued and unpaid dividends thereon as of the Effective Time, multiplied by (y) the Common Stock Merger Consideration multiplied by (z) 1.66611, in cash (the “Preferred Stock Merger Consideration”, collectively with the Common Stock Merger Consideration, the “Merger Consideration”), without interest and subject to applicable withholding taxes pursuant to Section 2.7(g), (Page 11) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_106 | (a) Outstanding Company Common Stock. Each share of Company Common Stock and Company Non-Voting Common Stock (each, a “Share” and, collectively, “Shares”), excluding Excluded Shares, issued and outstanding immediately prior to the Effective Time, shall become and be converted into the right to receive 0.50 of a share (the “Exchange Ratio”) of Parent Common Stock (the “Merger Consideration”), without interest thereon. At the Effective Time, all Shares (other than Excluded Shares) shall no longer be outstanding and shall <omitted> automatically be cancelled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any Shares (a “Certificate”) and each holder of a Share not represented by a Certificate (a “Book-Entry Share”), other than any Excluded Shares, shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration plus any dividends or distributions to which the holder thereof has the right to receive pursuant to Section 3.03(c) as well as any cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.03(d). (Pages 16-17) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_106 | Each share of Company Common Stock and Company Non-Voting Common Stock <omitted> shall become and be converted into the right to receive 0.50 of a share (the “Exchange Ratio”) of Parent Common Stock (Pages 16-17) | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_107 | (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares to be cancelled pursuant to Section 4.2(b) and (ii) any Appraisal Shares (each share described in clauses (i) and (ii), an “Excluded Share” and collectively, the “Excluded Shares”)) shall be cancelled and shall be converted automatically into the right to receive an amount in cash equal to the Offer Price, without interest (the “Merger Consideration”). As of the Effective Time, all shares of Company Common Stock (other than the Excluded Shares) shall no longer be outstanding and shall automatically be cancelled and 20
shall cease to exist, and each holder of either a certificate representing any such shares of Company Common Stock (each, a “Certificate”) or non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive, as the case may be, (1) the Merger Consideration payable with respect to such shares of Company Common Stock upon surrender of such Certificate or Book-Entry Shares in accordance with Section 4.3, without interest or (2) the payment referred to in Section 4.9, in the case of each Appraisal Share. (Pages 24-25) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_107 | (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time <omitted> shall be converted automatically into the right to receive an amount in cash equal to the Offer Price, without interest (the “Merger Consideration”). (Pages 24-25) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_110 | (ii) Conversion of Capital Stock of the Company. Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in Section 3.1(a)(iii)), including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted automatically at the Effective Time into the right to receive from Parent $29.35 in cash (the “Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h). All such shares of Company Common Stock, when so converted, shall cease to be outstanding and shall automatically be canceled and extinguished and cease to exist. Each holder of any such share of Company Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable. (Page 24) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_110 | (ii) Conversion of Capital Stock of the Company. <omitted> each share of common stock <omitted> of the Company <omitted> issued and outstanding immediately prior to the Effective Time <omitted> shall be converted automatically at the Effective Time into the right to receive from Parent $29.35 in cash (the “Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(h). (Page 24) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_111 | C. In furtherance thereof and pursuant to this Agreement, Merger Sub I has agreed to commence a cash tender offer (as it may be amended from time to time as permitted under this Agreement, the “Offer”) to purchase (i) all of the outstanding shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Company Common Stock”), at a price per share of $22.50, net to the seller in cash, without interest (the “Class A Offer Price”); (ii) all of the outstanding shares of the Company’s Class B Common Stock, par value $0.0001per share (the “Company Class B Stock”), at a price per share of $0.0001, net to the seller in cash, without interest (the “Class B Offer Price”); and (iii) all of the outstanding shares of the Company’s Class C Common Stock, par value $0.0001 per share (the “Company Class C Stock”), at a price per share of $0.0001, net to the seller in cash, without interest; (the “Class C Offer Price” and together with the Class A Offer Price and Class B Offer Price, the “Offer Prices”), on the terms and subject to the conditions set forth in this Agreement. <omitted>
2.1 The Offer. (a) Commencement of the Offer. Merger Sub I shall, and Parent I shall cause Merger Sub I to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement (but in no event later than three (3) Business Days from the date of this Agreement). The Class A Offer Price shall, subject to applicable withholding of Taxes, be paid net to the seller of Company Common Stock in cash, without interest, upon the terms and subject to the conditions of the Offer. The Class B Offer Price shall, subject to applicable withholding of Taxes, be paid net to the seller of Company Class B Stock in cash, without interest, upon the terms and subject to the conditions of the Offer. The Class C Offer Price shall, subject to applicable withholding of Taxes, be paid net to the seller of Company Class C Stock in cash, without interest, upon the terms and subject to the conditions of the Offer. (Page 24) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_111 | C. <omitted> Merger Sub I has agreed <omitted> to purchase (i) all of the outstanding shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Company Common Stock”), at a price per share of $22.50, net to the seller in cash, without interest (the “Class A Offer Price”); (ii) all of the outstanding shares of the Company’s Class B Common Stock, par value $0.0001per share (the “Company Class B Stock”), at a price per share of $0.0001, net to the seller in cash, without interest (the “Class B Offer Price”); and (iii) all of the outstanding shares of the Company’s Class C Common Stock, par value $0.0001 per share (the “Company Class C Stock”), at a price per share of $0.0001, net to the seller in cash, without interest; (the “Class C Offer Price” and together with the Class A Offer Price and Class B Offer Price, the “Offer Prices”) <omitted>
(a) Commencement of the Offer. <omitted> The Class A Offer Price shall, subject to applicable withholding of Taxes, be paid net to the seller of Company Common Stock in cash, without interest, upon the terms and subject to the conditions of the Offer. The Class B Offer Price shall, subject to applicable withholding of Taxes, be paid net to the seller of Company Class B Stock in cash, without interest, upon the terms and subject to the conditions of the Offer. The Class C Offer Price shall, subject to applicable withholding of Taxes, be paid net to the seller of Company Class C Stock in cash, without interest, upon the terms and subject to the conditions of the Offer. (Page 24) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
abridged | contract_103 | (a) Merger Consideration. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (each, a “Company Share”) (other than Company Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent and Company Shares owned by the Company or any of its wholly-owned subsidiaries as treasury stock or otherwise, and in each case not held on behalf of third parties (collectively, the “Cancelled Shares”), which shall be treated in accordance with Section 2.1(b), and the Dissenting Shares, which shall be treated in accordance with Section 2.3), shall be automatically converted, in accordance with the procedures set forth in this Agreement, into the right to receive an amount equal to $50.30 per Company Share in cash, without interest (the “Per Share Merger Consideration”). (Page 12) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |