Capital Stock of Acquisition Sub. Each share of common stock, par value $0.01 per share, of Acquisition Sub that is outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Acquisition Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Capital Stock of Acquisition Sub. At the Effective Time, if Acquisition Sub is merged into the Company, each share of common stock, par value $0.01 per share, of Acquisition 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 the common stock, no par value, of the Surviving Corporation.
Capital Stock of Acquisition Sub. Each issued and outstanding share -------------------------------- of common stock, $.01 par value per share, of Acquisition Sub shall be converted into one share of common stock, $.01 par value per share, of the Surviving Corporation.
Capital Stock of Acquisition Sub. In the Forward Merger, no shares of Acquisition Sub stock will be issued directly or indirectly and each share of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time. In the case of the Reverse Merger, each share of common stock of Acquisition Sub shall be converted into one fully paid and nonassessable share of the Surviving Corporation.
Capital Stock of Acquisition Sub. Each share of common stock, par value $0.01 per share, of Acquisition Sub that is outstanding immediately prior to the Merger Effective Time shall be converted into a number of validly issued, fully paid and non-assessable shares of Class C Stock equal to the quotient (rounded to the nearest whole share) of (x) the Pre-Closing Dividend Share Number divided by (y) the number of shares of common stock, par value $0.01 per share, of Acquisition Sub outstanding immediately prior to the Merger Effective Time . Each certificate evidencing ownership of such shares of common stock of Acquisition Sub shall thereafter evidence ownership of shares of Class C Stock.
Capital Stock of Acquisition Sub. Each issued and outstanding -------------------------------- share of capital stock of Acquisition Sub shall be converted into and become one fully paid and non-assessable share of Common Stock of the Surviving Corporation with the same rights, powers and privileges as the share so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Capital Stock of Acquisition Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding as one validly issued, fully paid and nonassessable share of the common stock, par value $0.01 per share, of the Surviving Corporation.
Capital Stock of Acquisition Sub. All of the shares of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become, and shall represent, in the aggregate, a number of fully paid and nonassessable shares of common stock of the Surviving Corporation, with the same rights, powers and privileges as the shares so converted, equal to the difference of (i) the Surviving Corporation Issued Share Capital minus (B) the aggregate number of shares of capital stock of the Surviving Corporation into which the Company Guaranty Shares are to be converted at the Effective Time as provided in Section 2.2(b). CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS.
Capital Stock of Acquisition Sub. All of the issued and outstanding shares of the common stock, par value $.01 per share, of Acquisition Sub ("Acquisition Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall remain 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 ("Surviving Corporation Common Stock"). 45 7 (b)
Capital Stock of Acquisition Sub. The shares of capital stock of -------------------------------- Acquisition Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action of any holder be converted into and become One Thousand (1,000) validly issued, fully paid and nonassessable shares of common stock of the Surviving Corporation.
