Acquisition Co. Common Stock. Each share of Acquisition Co. Common Stock issued and outstanding immediately prior to the Effective Date shall, by virtue of the Merger and without any action on the part of QuadraMed, be cancelled and converted into such number of newly issued shares of the Common Stock of the Surviving Corporation equal to the number of shares of Acquisition Co. Common Stock then outstanding.
Acquisition Co. Common Stock. Each share of common stock, par value $.01 per share, of Acquisition Co. (the "Acquisition Co. Common Stock"), issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchangeable for one fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation ("Surviving 168 19 Corporation Common Stock"). From and after the Effective Time, each outstanding certificate theretofore representing shares of Acquisition Co. Common Stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Surviving Corporation Common Stock into which such shares of Acquisition Co. Common Stock shall have been converted. Promptly after the Effective Time, the Surviving Corporation shall issue to the Parent a stock certificate or certificates representing 1,000 shares of Surviving Corporation Common Stock in exchange for the certificate or certificates which formerly represented shares of Acquisition Co. Common Stock, which shall be canceled.
Acquisition Co. Waiver and Release of Claims
Acquisition Co. Acquisition Co. represents and warrants that, as of the date hereof, XxXxxxx “controls” (as defined below) Acquisition Co. In the event of a “change of control” (as defined below) of Acquisition Co., or of any of its permitted successors and assigns pursuant to Section 8 below, this Agreement shall immediately terminate and the rights granted hereunder, including, without limitation, the Option and the Right, shall be void and of no further force and effect. For purposes of this Agreement, (i) the term “control” or “controlled by” means the beneficial ownership, directly or indirectly, of more than 50% of the equity interests of such entity, measured by voting power rather than number of shares, and (ii) the term “change of control” with respect to XxXxxxx, Acquisition Co. and any of its permitted successors or assigns means the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any person other than XxXxxxx becomes the beneficial owner, directly or indirectly, of more than 50% of the equity interests of such entity, measured by voting power rather than number of shares.
Acquisition Co. 1 Agreement ...................................................................1
Acquisition Co shall pay, or shall cause CQG to pay the balance of the Base Price after deduction of: (i) the aggregate amount paid to the Noteholders under Section 3.1(a) and (ii) the $50,000 retained pursuant to Section 3.1(b) to XPIT at the Closing in certified funds by wire transfer to an account designated by XPIT.
Acquisition Co s Conditions. The obligations of Acquisition Co. to complete the transactions provided for herein are subject to the following conditions:
(a) All representations, warranties, covenants, and other agreements contained herein on the part of the Stockholder and XPIT will be true and correct at the time of Closing.
(b) No lawsuit, governmental action, or other legal proceeding shall have been commenced that shall materially interfere with the ability of the parties to consummate the transactions provided for herein.
Acquisition Co s Board of Directors shall have approved this transaction, this Agreement, and the exhibits and schedules referenced herein.
Acquisition Co. (a) Since the date of its incorporation, Acquisition Co has not carried on any business or conducted any operations (other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto).
Acquisition Co. First Paragraph Appraisal Shares 2.1(d) Benefit Plans 3.1(l) Board Approval 3.1(d)(iii) Certificates 2.2(b) Certificate of Merger 1.3 Closing 1.2(a) Closing Date 1.2(a) Code 3.1(l)(ii) Company First Paragraph Company Common Stock 2.1
