Acquisition Sub Common Stock. At the Effective Time, each share of common stock of Acquisition Sub which is outstanding immediately prior to the Effective Time, shall, without further action, automatically be converted into one (1) fully paid and non-assessable share of common stock of the Surviving Corporation.

Acquisition Sub Common Stock. Each share of common stock, $.01 par value per share, of Acquisition Sub, issued and outstanding immediately prior to the Effective Time, which shall be the only shares of capital stock of Acquisition Sub outstanding prior to the Effective Time and all of which shall be owned by Parent, shall remain issued, outstanding and unchanged after the Merger and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving Corporation.

Acquisition Sub Common Stock. As of the date hereof, LVMH owns all of the issued and outstanding shares of Acquisition Sub Common Stock. Except as contemplated hereby, there are no outstanding subscriptions, options, warrants, rights (including preemptive rights), calls, or other agreements or commitments of any character relating to any shares of Acquisition Sub Common Stock or other equity interests in Acquisition Sub, except as contemplated by the GS Agreement (including the Shareholders Agreement (as hereafter defined)). Other than the Merger Agreement, the GS Agreement, the DK Voting Agreement and this Agreement, there are no agreements or understandings to which any of the LVMH/Karma Companies is a party with respect to the shares of Acquisition Sub Common Stock or to any corporate governance matters. Upon the Exchange Closing, the Stockholders will obtain good, valid and marketable title to the Acquisition Sub Exchange Shares, free and clear of all Liens, and the Acquisition Sub Exchange Shares shall be validly issued, fully paid and non-assessable. Upon the Option Closing, the Stockholders will obtain good, valid and marketable title to the LVMH Option Shares (at the Option Closing of a purchase and sale pursuant to the due exercise of the LVMH Option only) or the LVMH Option Shares and the SuperKarma Option Shares (at the Option Closing of a purchase and sale pursuant to the due exercise of both Options), free and clear of all Liens, and the Karma Option Shares shall be validly issued, fully paid and non-assessable.

Acquisition Sub Common Stock. Each issued and outstanding share of Acquisition Sub Common Stock shall be converted into and become one fully paid and non-assessable share of common stock, par value $.001 per share, of the Surviving Corporation.

Acquisition Sub Common Stock. Each share of Acquisition Sub common stock, par value $0.00001 per share, held by Parent immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Parent, be converted into the right to receive one (1) share of common stock of the Surviving Entity.

Related to Acquisition Sub Common Stock

Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.
Common Stock of Merger Sub Each share of common stock, without par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.
Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

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Related to Acquisition Sub Common Stock