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Acquisition Co Sample Clauses

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 $.10 per share, of the Surviving Corporation ("Surviving 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 s Board of Directors shall have approved this transaction, this Agreement, and the exhibits and schedules referenced herein.
Acquisition Co. Common Stock. Each share of Acquisition Co. Common Stock issued and outstanding immediately prior to the Effective Date shall remain outstanding.
Acquisition Co. Chestnut Acquisition Corporation, a Minnesota corporation and wholly-owned Subsidiary of the Borrower.
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 CoFirst 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
Acquisition Co. 1 Agreement ...................................................................1
Acquisition Co shall cause the Surviving Corporation to keep in effect the provisions in its Articles of Incorporation and By-Laws containing the provisions with respect to exculpation of director and officer liability and indemnification set forth in the Articles of Incorporation and By-Laws of the Company on the date of this Agreement to the fullest extent permitted under Minnesota Law, which provisions shall not be amended, repealed or otherwise modified except as required by applicable Law or except to make changes permitted by Law that would enlarge the exculpation or rights of indemnification thereunder. Acquisition Co. acknowledges that the Company has entered into certain indemnification agreements including, without limitation, an agreement to indemnify members of the Special Committee of the Company's Board of Directors. Acquisition Co. hereby consents that such agreements shall remain enforceable obligations of the Surviving Corporation after the Effective Time.