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values | id stringlengths 1 5 | category stringclasses 7
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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 pr... | 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 ... | 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... | 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 ... | 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 0.08... | 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 ... | 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 holde... | 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") full... | 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, subjec... | 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 Effecti... | 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 Compan... | 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 Consider... | 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 decla... | 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 decla... | 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 re... | 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 <o... | 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 rec... | 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 ... | 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)... | 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 ... | 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 b... | 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 Ne... | 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” me... | 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”) ... | 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”) ... | 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... | 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 shar... | 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 ... | 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 sh... | 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”)... | 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”... | 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”... | 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... | 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 “... | 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 ... | 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.... | 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 ... | 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 (th... | 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 Cons... | 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 b... | 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... | 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 purs... | 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 Sto... | 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”).... | 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 Dissent... | 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, collective... | 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... | 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 ... | 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>
Ea... | 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 re... | 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... | 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... | 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 ... | 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 th... | 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 Ti... | 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 Considerati... | 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 Sha... | 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 interes... | 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 oth... | 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... | 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 ca... | 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 ... | 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 a... | 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 Exch... | 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 Considerat... | 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 sha... | 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 Cons... | 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 sh... | 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 Cla... | 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 ceas... | 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 ... | 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 eac... | 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 ... | 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 ... | 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 (... | 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 ... | 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 descr... | 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 “Mer... | 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 ... | 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 outstandi... | 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... | All Cash | 0 | Type of Consideration-Answer | <NONE> | Type of Consideration | 3 | General Information |
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