Acquired Corporation. “Acquired Corporation” shall mean the: (a) the Company; and (b) each of the Company’s Subsidiaries.
Acquired Corporation. “Acquired Corporation” is defined in Section 3.1(a) of the Agreement.
Acquired Corporation. “Acquired Corporation” means the Company and persons authorized to act on behalf of the Company.
Acquired Corporation. 4.3.3 The operations and business of Acquired Corporation have been conducted in all respects only in the ordinary course.
Acquired Corporation. The authorized capital stock of the Acquired Corporation consists of 100 Shares of common stock, of which 100 Shares are issued and outstanding. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable and are owned beneficially and of record by Castle. There are no other shares of the capital stock of the Acquired Corporation authorized, issued, or outstanding or reserved for issuance, no outstanding preemptive rights or subscription rights with respect to any such shares, and no outstanding options, warrants, rights, voting trusts, convertible securities, or other agreements or commitments with respect to any such shares. At the Closing, good and valid title to the Shares will pass to Buyer free and clear of all Liens. The Acquired Corporation has or at the Closing will have good and valid title to the Assets held by it, free and clear of all Liens except the Permitted Liens.
Acquired Corporation. Acquired Corporation, acting through its Board of Directors, shall take all actions in accordance with applicable law and the Acquired Corporation’s Charter and By-Laws to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event on or before June 30, 2004, a meeting of its stockholders for the purpose of considering and voting upon the approval of this Agreement and the Merger. Unless this Agreement has been properly terminated, Acquired Corporation’s Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Acquired Corporation. The Acquired Corporation shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders of the Acquired Corporation that are required by its Charter or the CBCA. At the Acquired Corporation’s stockholders meeting, Mx. Xxxxxxxxxx hereby agrees to, and to cause his family members and Affiliates controlled by him or them, and all Acquired Corporation shares over which he exercises sole or shared voting control to, consent to this Agreement and the Merger.
Acquired Corporation. 2.01. As a material inducement to Surviving Corporation to execute this Plan and perform its obligations under this Plan, Acquired Corporation represents and warrants to Surviving Corporation as follows:
Acquired Corporation. Each share of each class or series of Common Stock or Preferred Stock of the Acquired Corporation issued and outstanding immediately prior to the Effective Time (other than shares held by the Acquired Corporation, all of which shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled as a result of the Merger) shall be converted into the right to receive 0.5 (the "Exchange Ratio") shares of the same class or series of Common Stock or Preferred Stock of the Surviving Corporation. The Surviving Corporation shall not be required to issue any fractional shares, and any fractional share otherwise issuable hereunder shall be cancelled. Effective as of the Effective Time, the Surviving Corporation shall assume and adopt the Acquired Corporation's 1998 Stock Plan and 1998 Employee Stock Purchase Plan. Each then outstanding but unexercised option under the Acquired Corporation's 1998 Stock Plan, the Acquired Corporation's 1998 Employee Stock Purchase Plan, the Acquired Corporation's 1995 Employees' Incentive Stock Option Plan Class A Common Stock (Voting), the Acquired Corporation's 1995 Employees' Incentive Stock Option Plan Class B Common Stock (Nonvoting) and the Acquired Corporation's Interactive Creations Incorporated Incentive Stock Option Plan, exercisable to purchase shares of the Acquired Corporation's Class A Common Stock or Class B Common Stock, shall cease to be exercisable to purchase shares of the Acquired Corporation's Class A Common Stock or Class B Common Stock and shall become exercisable to purchase shares of the Surviving Corporation's Class A Common Stock or Class B Common Stock, as the case may be, on the following basis (and otherwise on the terms then in effect therefor, including as to term, vesting and exercise):
