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main | 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 ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 re... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_78 | (a) Conversion of Company Securities. Except as otherwise provided in this Agreement, each Company Share issued and outstanding immediately prior to the Effective Time (including Company Restricted Stock but not including Cancelled Shares and Dissenting Shares) shall be cancelled and automatically convert... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_134 | WHEREAS, pursuant to this Agreement, Merger Subsidiary has agreed to commence, and Parent has agreed to cause Merger Subsidiary to commence, a tender offer (as it may be extended and amended from time to time pursuant to this Agreement, the “Offer”) to purchase any (subject to the Minimum Tender Condition) and all of t... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_142 | 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 $53.... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_43 | (A) Purchaser shall commence a 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”), other than the Excluded Shares, for $38.25 per share, net to the seller in cash, without interest (such amo... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 a... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_47 | 2.1 Effect on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any capital stock of the Company: (a) Merger Consideration. Each share of the common stock, par value $0.0001 per share, of the Comp... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_118 | (b) Company Share Merger Consideration; Conversion of Company Shares. At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of any holder thereof, each share of Class A Common Stock (each, a “Company Class A Share”) and each share of Class B Common Stock (ea... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_0 | “Per Share Cash Amount’ means $115.00 in cash per share of Company Common Stock. <omitted>
1.8. Effect on Company Capital Stock, Company Options, Company RSUs and Company PSUs.
(a) On the terms and subject to the conditions set forth in this Agreement, and without any action on the part of any holder of Company Capi... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_25 | (c) Conversion of Company Common Shares. Subject to Section 2.01(b), each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Common Appraisal Shares to be treated in accordance with Section 2.03 (collectively, the “Excluded Shares”)) shall be converted at the Effec... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 Dissent... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_147 | (i) each share of Company Common Stock (including each share of Company Common Stock described in Section 2.8(b)) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock directly owned and held by Parent or Merger Sub (each such share of Company Common Stock, ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_138 | (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 $17.25 in cash, without interest (the “Merger Consideration”). As of the Effective Time, all such sh... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_136 | 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 Company Common Stock (the “Shares”) for $38.00 per Share (such amount or any higher amount per share paid pursuant t... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_151 | A. Parent will form, or cause to be formed, a wholly-owned Subsidiary (“Merger Sub”) to commence a cash tender offer (as it may be amended from time to time as permitted under this Agreement, the “Offer”) to purchase any and all of the outstanding shares of the Company Common Stock (the “Shares”), at a price per Share ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_130 | (b) Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive $54.00 in cash, without interest thereon (the “Merger Consideration”). (Page 7) | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_75 | Section 1.2 Conversion of Shares of Capital 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, any holder of any shares of Convertible Preferred Stock or any shares of capital sto... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_104 | (c) Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than Excluded Shares and Appraisal Shares) shall be converted into the right to receive an amount in cash equal to $47.50, without interest and less any applicable withholding Taxes (the “Merger Consideration”). As ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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.... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_144 | (c) Conversion of Company Common Stock. (i) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub, subject to Sections 2.01(b), 2.01(d) and 2.02(e), each issued share of ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 Effecti... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_125 | Section 2.2 Conversion of Shares. At the Effective Time:
(a) Except as otherwise provided in Section 2.2(b) or Section 2.4, each share of Company Stock outstanding immediately prior to the Effective Time other than the shares of Company Stock referenced in Section 2.2(b) or Section 2.4 (the “Eligible Shares”) shall b... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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”... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_83 | 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 (the “Merger Considerati... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 (th... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_139 | (a) Treatment of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or holders of any securities of the Company or of Merger Sub, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Cance... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 oth... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 descr... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 Ti... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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, collective... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_71 | at a price per Company Shareequal to $3.15, net to the holder thereof, subject to reduction for any applicable withholding Taxes payable in respect thereof, in cash (as such price may be increased or decreased in accordance with this Agreement or adjusted pursuant to Section 2.1(f), the “Offer Price”).
<omitted>
Sect... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_133 | (a) At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Cancelled Shares, and (ii) Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof or the Company or the Purchaser Parties, be converted... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_99 | WHEREAS, Parent has agreed to cause Merger Sub to, and Merger Sub has agreed to, commence a tender offer (as it may be extended, amended or supplemented from time to time in accordance with this Agreement, the “Offer”) to acquire any and all of the outstanding shares of common stock, par value $0.01 per share, of the C... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_74 | (c) Conversion of Shares of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding (i) Excluded Shares, and (ii) for the avoidance of doubt, any Company Performance Share Awards or Company Restricted Share Awards, which shall be treated in a... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_1 | WHEREAS, the boards of directors of Parent, Purchaser and the Company each have approved the acquisition of the Company on the terms and subject to the conditions set forth in this Agreement and, accordingly, Purchaser has agreed to commence a tender offer (as it may be amended, modified or extended from time to time a... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_127 | SECTION 2.01. Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Merger Sub: <omitted> (c) Conversion of Company Common Stock. Each issued and outstanding share of Company Common... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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”) ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_116 | Section 3.1 Effect of the Merger on Capital Stock.(a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of any securities of Parent, Merger Sub or the Company: <omitted>
( i i ) Conversion of Capital Stock of the Company. Subject... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_65 | price of $23.00 per Share (such amount per Share, the “Offer Price”) <omitted> “Offer Price” has the meaning set forth in the Recitals. <omitted> Section 3.02 Conversion of Shares. At the Effective Time: (a) Except as otherwise provided in Section 3.02(b) or Section 3.04, each Share outstanding i... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_132 | WHEREAS, the Parties intend to effect the acquisition of the Company by Parent through the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving corporation, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), pursuant to ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 sha... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 purs... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 sh... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_3 | SECTION 3.01 Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities:
( a ) Conversion of Shares. Each share of Company Common Stock issued and outstanding immediately prior to... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 ... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_72 | Section 3.01 Effect of Merger on Capital Stock.
19
(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 or their respective stockholders, each share of Company Common Stock issued and outstanding immediately pr... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_42 | Section 2.03 Conversion of Shares. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any capital stock of Parent, Merger Sub or the Company: (a) except as otherwise provided in Section 2.03(b) or Section 2.05, each share of C... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 ceas... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 ... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_81 | 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 fully paid and nonassessable shares of... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 (... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_140 | (ii) each outstanding VEREIT Partnership Common Unit that is owned by a VEREIT OP Minority Partner (as defined below) immediately prior to the Partnership Merger Effective Time will be converted into the right to receive a number of newly issued shares of common stock, par value $0.01 per share, of Realty Income (the “... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 Sto... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 eac... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 rec... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_129 | 1.5 Conversion of Sterling Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Webster, Sterling or the holder of any of the following securities: (a) Subject to Section 2.2(e), each share of the common stock, par value $0.01 per share, of Sterling (the... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_124 | 3.1 Effect on SB Common Stock. (a) At the Effective Time, in each case subject to Sections 3.1(d) and 3.2, by virtue of the Merger and without any action on the part of the Parties, each share of SB Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Extinguished Shares) ... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_11 | 1.4 Conversion of Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company or Parent or the shareholders of any of the foregoing:
(a) Company Common Stock. Each share of Company Common Stock excluding Treasury Shares, issued and outstanding immediately prior to the Effect... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_112 | (a) Subject to Section 3.02 and except as otherwise provided by paragraph (b) of this Section 3.01, each share of Premier Financial Common Stock (other than Treasury Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive without interest... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_150 | 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... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 sh... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_30 | 4.01 Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person: (a) Merger Consideration. Each issued and outstanding share of CBTC Common Stock (other than shares of CBTC Common Stock held by United a... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_102 | 1.5. Conversion of Capital Stock.
At the Effective Time, by virtue of the Merger and without any action on the part of OCSI, OCSL or Merger Sub or the holder of any of the following securities: <omitted>
(c) Subject to Section 1.5(e), each share of OCSI Common Stock issued and outstanding immediately prior to the Eff... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_117 | (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 Effective Time (excluding any Excluded Shares, any Converted Shares, and Company Restricted Stock Awards, which shall be treated as set forth in S... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 shar... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 decla... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 Exch... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_33 | 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 pr... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_137 | Section 3.1 Treatment of Securities. (a) Treatment of TRMT Common Shares. Subject to Section 3.2(e), Section 3.3 and Section 3.5, at the Merger Effective Time, as a result of the Merger and without any action on the part of the Parties or any holder of any shares of beneficial interest of RMRM or TRMT, each Eligible Sh... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 ... | All Stock | 1 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 ... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_105 | (b) Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Dissenting Shares and Subsidiary-Held Shares) will be cancelled and converted into the right to receive: (i) from Parent, 0.4125 of one P... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 Compan... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 Sha... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 sh... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_143 | Section 3.1 Effect of the First Merger on Capital Stock. At the Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub Inc., the Company, or any holder of any securities of Parent, Merger Sub Inc. or the Company: <omitted> (b) Capital Stock of the Company. (i) Subje... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_97 | 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 ... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 Ne... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_126 | (i) Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than any Dissenting Shares, Cancelled Shares or shares covered by Company Restricted Share Awards) shall be converted into (A) 0.0776 (the “Exchange Ratio”) fully paid and nonassessable shares of Parent Co... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 ... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | 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 re... | Mixed Cash/Stock | 2 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_148 | (a) Treatment of Company Common Shares. At the Effective Time, as a result of the Merger and without any action on the part of the Parties or any holder of any shares of capital stock of Parent or the Company, each common share of beneficial interest, par value $0.03 per share, of the Company (the “Company Co... | Mixed Cash/Stock | 2 | 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 Parent, Merger Subsidiary, the Company or the holders of any shares of Company Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) Except as otherwise provided in Section 2.02(b)... | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
main | contract_94 | Section 1.5 Treatment of Capital Stock in the Mergers. (a) Treatment of Capital Stock in the First Merger. Subject to the terms and conditions of this Agreement, at the First Effective Time, automatically, by virtue of the First Merger and without any further action on the part of Parent, Acquisition Sub I, the Company... | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
rare_answers | <RARE_ANSWERS> | (c) Conversion of Company Common Shares. Subject to Section 2.01(b), each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Common Appraisal Shares to be treated in accordance with Section 2.03 (collectively, the “Excluded Shares”)) shall be converted at the Effec... | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
rare_answers | <RARE_ANSWERS> | Section 1.2 Conversion of Shares of Capital 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, any holder of any shares of Convertible Preferred Stock or any shares of capital sto... | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
rare_answers | <RARE_ANSWERS> | (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 (... | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
rare_answers | <RARE_ANSWERS> | each outstanding share of Company Common Stock, other than Excluded Shares, shall be converted into the right to receive 0.1561 (the “Exchange Ratio”) of a newly issued share of Parent Common Stock or cash at the election of shareholders(the “Merger Consideration”) <omitted>
(a) Treatment of Company Common ... | Mixed Cash/Stock: Election | 3 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
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