Aggregate Merger Consideration; Effect on Capital Stock Sample Clauses

Aggregate Merger Consideration; Effect on Capital Stock. The ------------------------------------------------------- aggregate maximum number of shares of common stock of Parent ("Parent Common Stock") to be issued (including Parent Common Stock to be reserved for issuance upon exercise of any of the Company's options to be assumed by Parent) in exchange for the acquisition by Parent of all outstanding capital stock of the Company ("Company Capital Stock") and all outstanding unexpired and unexercised options, warrants or other rights to acquire or receive shares of Company Capital Stock shall be referred to herein as the "Aggregate Share Number." The Aggregate Share Number shall be the quotient of $360,000,000 divided by the Average Closing Price (as defined below). No adjustment shall be made in the number of shares of Parent Common Stock issued in the Merger as a result of any cash proceeds received by the Company from the date hereof to the Closing Date pursuant to the exercise of options or warrants to acquire Company Capital Stock. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of Company Capital Stock, the holder of any options, warrants or other rights to acquire or receive shares of Company Capital Stock, the following shall occur (which is intended to comply fully with the liquidation preference provisions set forth in the Articles of Incorporation of the Company, as amended through the date hereof):
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Aggregate Merger Consideration; Effect on Capital Stock. The value of the aggregate Merger consideration shall be $21 million, subject to the adjustment as provided in Section 1.6(k) hereof (the “Aggregate Consideration”), and shall consist of Common Stock, $.001 par value per share and related preferred share purchase rights (collectively, the “Parent Common Stock”) and cash. The portion of the Aggregate Consideration consisting of Parent Common Stock and cash shall be referred to hereinafter as the “Stock Consideration” and the “Cash Consideration,” respectively. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company, the holder of any shares of outstanding capital stock of the Company (“Company Capital Stock”) or the holder of any options to acquire or receive shares of Company Capital Stock, the following shall occur (which is intended to comply fully with the liquidation preference provisions set forth in the Articles of Incorporation of the Company, as amended through the date hereof):
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Aggregate Merger Consideration; Effect on Capital Stock. The value of the aggregate merger consideration shall be $21 million, subject to the adjustment as provided in Section 1.4(i) hereof (the “Aggregate Consideration”), and shall consist of Common Stock, $.001 par value per share, of Parent (“Parent Common Stock”) and cash. The portion of the Aggregate Consideration consisting of Parent Common Stock and cash shall be referred to hereinafter as the “Stock Consideration” and the “Cash Consideration,” respectively. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, NurLogic, the holder of NurLogic Capital Stock or the holder of any options to acquire or receive shares of NurLogic Capital Stock, the following shall occur (which is intended to comply fully with the liquidation preference provisions set forth in the Articles of Incorporation of NurLogic, as amended through the date hereof):
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Related to Aggregate Merger Consideration; Effect on Capital Stock

  • Effect on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub:

  • Effect on Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders:

  • Effect of the Merger on Capital Stock At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holder of any capital stock of Parent, Merger Sub or the Company:

  • Effect of Common Stock Change Event (A) If there occurs:

  • Effect of Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable:

  • 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.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Effect of the Merger on Capital Stock Exchange of Certificates Equity-Based Awards

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

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