theatticusproject/maud huggingface dataset:
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)    Subject to the other provisions of this Article III, each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares, unvested Company Restricted Stock Unit Awards, which shall be treated as set forth in Section 3.3(a), and Appraisal Shares) (such shares of Company Common Stock, the “Eligible Shares”) shall be converted automatically at the Effective Time into the right to receive from Parent the following consideration (collectively, the “Merger Consideration”): (A) $1.20 in cash, without interest (the “Cash Consideration”), and (B) that number of fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Share Consideration”). As used in this Agreement, “Exchange Ratio” means 0.2486. (Page 11)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
Section 2.02. Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a)    Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.08, each share of Company Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $44.50 in cash, without interest (the “Common Merger Consideration”), upon the terms and subject to the conditions set forth herein. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Common Merger Consideration to be paid in accordance with Section 2.03, without interest.  (Page 21)


Section 2.02. Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a)    Except as otherwise provided in Section 2.02(b), Section 2.02(c) or Section 2.08, each share of Company Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $44.50 in cash, without interest (the “Common Merger Consideration”) <omitted> 
(e)    Except as otherwise provided in Section 2.02(b) or Section 2.08, each share of Series D Stock outstanding immediately prior to the Effective Time shall be converted into an amount in cash, without interest, equal to the portion of the Common Merger Consideration that would have been payable in respect of such share of Series D Stock under Section 2.02(a) had such share of Series D Stock converted into Company Stock pursuant to the terms of the certificate of incorporation of the Company as in effect immediately prior to the Effective Time (the “Series D Merger Consideration” and, together with the Common Merger Consideration, the “Merger Consideration”), upon the terms and subject to the conditions set forth herein. As of the Effective Time, all such shares of Series D Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Series D Merger Consideration to be paid in accordance with Section 2.03, without interest.  (Page 22)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
(b)            Treatment of Canyon Newco Common Stock. At the First Effective Time, by virtue of the First Merger and without any action on the part of the Parties or holders of any securities of Canyon Newco or of Crystal Merger Sub, subject to Section 2.1(f) and any applicable withholding Tax, each share of Canyon Newco Common Stock issued and outstanding immediately prior to the First Effective Time (other than Canyon Newco Common Stock to be cancelled in accordance with Section 2.1(c) and other than any Dissenting Shares) shall be automatically converted into the right to receive the following consideration (collectively, the “Merger Consideration”): (i) $16.93 in cash, without interest (the “Per Share Cash Amount”) and (ii) an amount of a validly issued, fully paid and nonassessable Parent Share equal to the Exchange Ratio.

<omitted>

“Exchange Ratio” means 0.33787.  (Page 5)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
(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 Common Stock, subject to Section 2.5 with respect to fractional shares (the “Stock Consideration”), and (B) the right to receive $26.79 in cash, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). From and after the First Effective Time,   -5-


all shares of Company Common Stock (other than any Dissenting Shares, Cancelled Shares, shares covered by Company Restricted Share Awards) shall cease to be issued and outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a valid certificate or certificates which immediately prior to the First Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or evidenced by way of book-entry in the register of stockholders of the Company immediately prior to the First Effective Time (each, a “Book-Entry Share”) shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive the applicable Merger Consideration upon the surrender of such shares of Company Common Stock in accordance with Section 2.2, including the right to receive, pursuant to Section 2.5, cash in lieu of fractional shares of Parent Common Stock, if any, into which such shares of Company Common Stock would have been converted pursuant to this Section 2.1(a)(i) (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.2(f).  (Pages 9-10)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
(ii) each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (except for shares of Company Common Stock to be canceled under Section 2.1(a)(i) and Appraisal Shares) (each, a “Converted Share”) shall be (A) automatically canceled and shall cease to exist and (B) converted into the right to receive (1) subject to Section 2.3, 0.44 validly issued, fully paid and nonassessable shares of Parent Common Stock (such ratio, as may be adjusted under Section 2.2, the “Exchange Ratio”) and (2) $23.875 in cash, without interest (such amount of cash, as may be adjusted under Section 2.2, the “Per-Share Cash Amount” and, the foregoing clauses (1) and (2), collectively, the “Merger Consideration”); and  (Page 8)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
(i)              Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”).  (Page 6)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
(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 Common Shares”) issued and outstanding immediately prior to the Effective Time (including Company Restricted Share Awards but excluding (x) Company Common Shares owned directly by the Company or Parent (such excluded shares, the “Excluded Shares”) and (y) Dissenting Shares (all such outstanding shares, including Company Restricted Share Awards but excluding Excluded Shares and Dissenting Shares, the “Eligible Shares”), shall be automatically converted into the right to receive the following consideration on a per share basis, without interest: (i) $2.89 in cash (the “Cash Consideration”) and (ii) 1.408 shares (the “Exchange Ratio”) of Parent Common Stock (and cash in lieu of fractional shares, if any, pursuant to Section 2.2(e)) (including such cash in lieu of fractional shares, the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”).  (Page 5)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock
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) or Section 2.02(c), each share of Company Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $58.00 in cash, without interest or equivalent number of shares at an exchange ratio of 0.019 into Parent Common Stock at the election of shareholders (such per share amount, the “Merger Consideration”). As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with Section 2.03. (Page 16)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
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 or any stockholder of the Company:
(i) all shares of Company Common Stock that are held in the Company’s treasury or are held directly by a Company Subsidiary, Parent or Acquisition Sub I immediately prior to the First Effective Time (collectively, with the Dissenting Shares, “Excluded Shares”) shall be cancelled and shall cease to exist, and no consideration shall be paid or payable in respect thereof; (ii) except as provided in Section 1.5(a)(i) and Section 1.6 with respect to Excluded Shares, each share of Company Common Stock that is issued and outstanding immediately prior to the First Effective Time shall be converted into the right to receive, without interest, at the election of the holder thereof in accordance with the procedures set forth in Section 1.12 and Section 1.15 (such consideration, the “Merger Consideration”): (A) for each share of Company Common Stock with respect to which an election to receive cash has been made and not revoked or lost pursuant to Section 1.15 (such share of Company Common Stock, together with any share of Company Common Stock for which an election to receive cash is deemed to have been made under clause (C) below, the “Cash Election Shares”) an amount of cash equal to $28.00, without interest (the “Cash Election Consideration”), as the same may be adjusted pursuant to Section 1.7(a)(ii) and Section 1.7(b)(ii);  (B) for each share of Company Common Stock with respect to which an election to receive stock has been made and not revoked or lost pursuant to Section 1.15 (such share of Company Common Stock, together with any share of Company Common Stock for which an election to receive stock is deemed to have been made under clause (C) below, the “Stock Election Shares”), 1.6839 validly issued, fully paid and non-assessable shares of Parent Class A Common Stock (the “Stock Election Consideration”), as the same may be adjusted pursuant to Section 1.7(a)(ii); and (C) for each share of Company Common Stock with respect to which no election to receive cash or stock has been made, the Cash Election Consideration or the Stock Election Consideration, as provided in Section 1.7 (such share of Company Common Stock described in this clause (C), the “No Election Shares”). (Pages 9-10)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
(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 Effective Time into the right to receive an amount of cash equal to $15.50 per share, without interest or equivalent number of shares with an exchange ratio of 0.869 into Parent Common Stock at the election of shareholders (the “Merger Consideration”). <omitted> 

(d)          6 3/4% Preferred Shares.  Each 6 3/4% Preferred Share issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding immediately following the Effective Time as one 6 3/4% Cumulative Convertible Preferred Share, without par value, of the Surviving Corporation, and shall not be affected by the Merger (except for the effects specifically set forth in Article Fourth of the Company Articles). (Page 7)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
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 stock of Merger Subsidiary or Parent: 

(a)          except as otherwise provided in Section 1.2(b), Section 1.2(c) or Section 1.4, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to exist and shall be converted into 0.9990 (the "Exchange Ratio") shares of Parent Common Stock, or the right to receive $9.50 in cash, without interest or stock at the election of shareholders (such amount, as may be adjusted in accordance with Section 1.10, the “Common Stock Merger Consideration”), and each holder of any such share of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.3 ; <omitted> 

(d)          each share of Convertible Preferred Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to exist and shall be converted into the right to receive an amount of cash, without interest, equal to the Convertible Preferred Liquidation Amount (the “Preferred Stock Merger Consideration” and, collectively with the Common Stock Merger Consideration, the Company Option Merger Consideration, the Company Stock Appreciation Right Consideration and Company Equity Appreciation Right Consideration, the “Merger Consideration”) <omitted> 

“Convertible Preferred Liquidation Amount” means, as calculated pursuant to Section 4(a) of the Certificate of Designation, an amount equal to the  greater  of (a)  (i)  the  Stated  Liquidation  Preference  Amount  (as  defined  in  the Certificate  of  Designation)  per  Preferred  Share  (as  defined  in  the Certificate of Designation), plus (ii) any dividends (whether or not earned or declared) accrued and unpaid thereon from the last Dividend Payment Date (as defined in the Certificate of Designation) to the Closing or (b) the amount per Preferred Share equal to the amount which would have been payable to each Preferred Share had each Preferred Share been converted into Company Common Stock prior to the Closing. (Pages 6-7)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
(a) Outstanding Company Common Stock. Each share of Company Common Stock and Company Non-Voting Common Stock (each, a “Share” and, collectively, “Shares”), excluding Excluded Shares, issued and outstanding immediately prior to the Effective Time, shall become and be converted into the right to receive 0.50 of a share (the “Exchange Ratio”) of Parent Common Stock or equivalent amount in cash ($3.33 per share of Company Common Stock) at the election of shareholders (the “Merger Consideration”), without interest thereon. At the Effective Time, all Shares (other than Excluded Shares) shall no longer be outstanding and shall <omitted> automatically be cancelled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any Shares (a “Certificate”) and each holder of a Share not represented by a Certificate (a “Book-Entry Share”), other than any Excluded Shares, shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration plus any dividends or distributions to which the holder thereof has the right to receive pursuant to Section 3.03(c) as well as any cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.03(d).  (Pages 16-17)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
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 Stock. 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 the Company, each share of common stock, par value $0.01, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time, other than shares of Company Common Stock owned directly by Parent, Merger Sub or the Company (such excluded shares, the “Excluded Shares” and all shares of Company Common Stock other than Excluded Shares, the “Eligible Shares”), shall be automatically converted into the right to receive the Merger Consideration pursuant to the terms of this Agreement. (Page 3)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
3.2 Effect of the Merger on Capital Stock. At the Merger Effective Time, by virtue of the Merger and without any action on the part of NewPubCo, C Merger Sub, the Company, or any holder of any securities of New PubCo, C Merger Sub or the Company: <omitted> (b) Capital Stock of the Company. 

(i) Subject to the other provisions of this Article III, each share of Company Common Stock issued and outstanding immediately prior to the Merger Effective Time (excluding any Excluded Shares, the “Eligible Shares”) shall be converted into the right to receive from New PubCo a number of fully paid and nonassessable shares of New PubCo Class A Common Stock equal to the Exchange Ratio (together with any cash to be paid in lieu of fractional shares of New PubCo Class A Common Stock in accordance with Section 3.5(h)), the “Merger Consideration”), or $4.20 per share of Company Common Stock at the election of the shareholders. As used in this Agreement, “Exchange Ratio” means 0.2000, as may be adjusted pursuant to Section 6.15. (Page 17)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
Section 2.02.      Conversion of Shares. (a) Except as otherwise provided in ​​Section 2.02(b), ​Section 2.02(c) or ​Section 2.04, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $62.10 in cash, without interest or equivalent number of shares with an exchange ratio of 0.779 into Parent Common Stock at the election of shareholders (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in accordance with ​​Section 2.03, without interest.   (Page 10)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
1.5       Conversion of Securities. Subject to the terms and conditions of this Agreement, at the Effective Time, automatically, by virtue of the Merger and without any further action on the part of Parent, Acquisition Sub, the Company or any stockholder of the Company: (a)       all shares of Company Common Stock that are held in the Company’s treasury or are held directly by Parent or Acquisition Sub immediately prior to the Effective Time shall be cancelled and shall cease to exist, and no consideration shall be paid or payable in respect thereof; (b)       except as provided in Section 1.5(a), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, without interest, a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the Exchange Ratio or amount worth $7.02 per share of Company Common Stock in cash at the election of shareholders (the per share consideration payable in accordance with this Section 1.5(b), the “Merger Consideration”); <omitted> “Exchange Ratio” shall mean 1.7234.  (Page 7)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election
Section 1.6 Effect on Capital Stock. <omitted> (ii) subject to Section 1.6(b) and Section 1.6(c), each share of Lambda Common Stock issued and outstanding (other than Excluded Shares) immediately prior to the Effective Time shall be converted into the right to receive from Pi 0.51 (the "Exchange Ratio") fully paid and nonassessable shares of common stock, $0.01 par value, of Pi (the “Pi Common Stock”) or cash worth $1.69 at the election of shareholders. (Page 10)

Question: Type of Consideration
Category: General Information
Answer: Mixed Cash/Stock: Election