Thursday, October 02, 2008 9:42:29 AM
50/1?
2.2 Effect on Stock and Limited Liability Company Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any stock of Hanover or limited liability company interests in Spinco:
(a) All of the Spinco Interests outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive a number of fully paid and nonassessable shares of the Surviving Corporation’s Common Stock equal to the Exchange Ratio. The “Exchange Ratio” shall equal 13.921986406; provided that if Hanover makes distributions or dividends in accordance with Section 6.2(b)(i)(B), the Exchange Ratio shall be adjusted in accordance with such Section 6.2(b)(i)(B); provided, further, that the Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Walter Common Stock that is entitled to receive Spinco Interests in the Distribution), reorganization, recapitalization, reclassification, stock repurchase or other like change with respect to the Walter Common Stock occurring after the date hereof and up to and including the Walter Record Date, such that, immediately following the Effective Time, (a) 1.5% of the outstanding shares of common stock of the Surviving Corporation (after giving effect to the issuance of shares of common stock of the Surviving Corporation in settlement of all restricted stock units of Hanover outstanding immediately prior to the Effective Time) shall be held by the holders of Hanover Common Stock immediately prior to the Effective Time and (b) 98.5% of the outstanding shares of common stock of the Surviving Corporation (after giving effect to the isssuance of common stock of the Surviving Corporation in settlement of RSUs (as defined in Section 2.9(d))) shall be held by the holders of Spinco Interests immediately prior to the Effective Time. The Exchange Ratio shall be rounded to the nearest ten-thousandth of a share of Hanover Common Stock.
(b) Each share of Hanover Common Stock issued and outstanding immediately prior to the Effective Time (including the shares of Hanover Common Stock issued pursuant to the Exchange Share Issuance) shall be combined into fully paid and non-assessable shares of common stock of the Surviving Corporation at a rate of 50 shares of Hanover Common Stock for every one share of common stock of the Surviving Corporation.
(c) No dissenting shareholders’ or appraisal rights shall be available with respect to the Merger or the other transactions contemplated hereby.
Recent HCM News
- International companies to host live webcasts at Deutsche Bank’s Depositary Receipts Virtual Investor Conference on September 24th and 25th, 2024 • GlobeNewswire Inc. • 09/17/2024 03:22:47 PM
- HUTCHMED Highlights Clinical Data to be Presented at ESMO Congress 2024 and the 2024 World Conference of Lung Cancer • GlobeNewswire Inc. • 09/09/2024 12:00:00 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 08/30/2024 10:13:25 AM
- HUTCHMED Provides Update on Fruquintinib for Second-Line Gastric Cancer in China • GlobeNewswire Inc. • 08/30/2024 04:30:00 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 08/22/2024 10:10:42 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 08/21/2024 10:07:52 AM
- HUTCHMED to Host Expert Call to discuss Immune Thrombocytopenia • GlobeNewswire Inc. • 08/21/2024 08:30:00 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 07/31/2024 11:13:18 AM
- HUTCHMED Reports 2024 Interim Results and Provides Business Updates • GlobeNewswire Inc. • 07/31/2024 11:00:00 AM
- HUTCHMED Announces NDA Acceptance in China for Tazemetostat for the Treatment of Relapsed or Refractory Follicular Lymphoma with Priority Review Status • GlobeNewswire Inc. • 07/04/2024 12:00:00 AM
- HUTCHMED to Announce 2024 Half-Year Financial Results • GlobeNewswire Inc. • 06/26/2024 08:30:00 AM
- Save the Date: HUTCHMED to Present R&D Updates on July 9, 2024 • GlobeNewswire Inc. • 06/24/2024 09:30:00 AM
- HUTCHMED Announces European Commission Approval for FRUZAQLA® (fruquintinib) Received by Takeda • GlobeNewswire Inc. • 06/21/2024 08:00:00 PM
- HUTCHMED Highlights Publication of Phase III ESLIM-01 Results in The Lancet Haematology • GlobeNewswire Inc. • 06/17/2024 12:00:00 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 06/07/2024 10:25:35 AM
- HUTCHMED Initiates Phase I Trial of Menin Inhibitor HMPL-506 in Patients with Hematological Malignancies in China • GlobeNewswire Inc. • 06/07/2024 12:00:00 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 06/03/2024 10:13:17 AM
- HUTCHMED Highlights Publication of Phase III FRUTIGA Results in Nature Medicine • GlobeNewswire Inc. • 06/03/2024 12:00:00 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 05/31/2024 10:12:22 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 05/24/2024 10:06:58 AM
- HUTCHMED Highlights Presentations at the 2024 ASCO Annual Meeting • GlobeNewswire Inc. • 05/24/2024 12:00:00 AM
- Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] • Edgar (US Regulatory) • 05/17/2024 02:02:55 PM
- HUTCHMED announces retirement of Chairman, appointment of new Chairman and change of members of board committees • GlobeNewswire Inc. • 05/17/2024 02:00:00 PM
- HUTCHMED Highlights Sovleplenib Phase III ESLIM-01 Study and Hematological Malignancy Programs Data to be Presented at the upcoming EHA2024 Congress • GlobeNewswire Inc. • 05/17/2024 12:00:00 AM
- HUTCHMED Initiates Phase II/III Trial of the Combination of Surufatinib and Camrelizumab for Treatment-Naïve Pancreatic Ductal Adenocarcinoma in Collaboration with Hengrui • GlobeNewswire Inc. • 05/14/2024 12:00:00 AM
VHAI - Vocodia Partners with Leading Political Super PACs to Revolutionize Fundraising Efforts • VHAI • Sep 19, 2024 11:48 AM
Dear Cashmere Group Holding Co. AKA Swifty Global Signs Binding Letter of Intent to be Acquired by Signing Day Sports • DRCR • Sep 19, 2024 10:26 AM
HealthLynked Launches Virtual Urgent Care Through Partnership with Lyric Health. • HLYK • Sep 19, 2024 8:00 AM
Element79 Gold Corp. Appoints Kevin Arias as Advisor to the Board of Directors, Strengthening Strategic Leadership • ELMGF • Sep 18, 2024 10:29 AM
Mawson Finland Limited Further Expands the Known Mineralized Zones at Rajapalot: Palokas step-out drills 7 metres @ 9.1 g/t gold & 706 ppm cobalt • MFL • Sep 17, 2024 9:02 AM
PickleJar Announces Integration With OptCulture to Deliver Holistic Fan Experiences at Venue Point of Sale • PKLE • Sep 17, 2024 8:00 AM