CAPITALIZATION OF THE SURVIVING CORPORATION. The capitalization of the Surviving Corporation shall be as set forth in the Articles of Organization of the Merger Sub in effect immediately prior to the Effective Time.
CAPITALIZATION OF THE SURVIVING CORPORATION. The combined capitalization of Horizon and Bancshares immediately prior to the Effective Time shall be the capitalization of the Surviving Corporation until changed by resolution of the Board of Directors or by action of its shareholders.
CAPITALIZATION OF THE SURVIVING CORPORATION. The capitalization of the Surviving Corporation shall be as set forth in the Articles of Organization of GenRad in effect immediately prior to the Effective Time.
CAPITALIZATION OF THE SURVIVING CORPORATION. The authorized capital stock of the Surviving Corporation consists of 10,000,000 shares of common stock and 5,000,000 shares of preferred stock, no par value. As of June 30, 2001, there were (i) 4,369,451 shares of common stock outstanding, (ii) 10,780 shares of Series A Preferred Stock outstanding and (iii) 50,308 shares of Series AA preferred stock outstanding. All of the issued and outstanding shares of the Surviving Corporation's common stock have been duly authorized and validly issued and are fully paid and nonassessable. All of the issued and outstanding shares of the Surviving Corporation's common stock have been, and the Merger Shares when issued will be, duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. To the Surviving Corporation's knowledge, there are no voting trusts, shareholder agreements or other voting arrangements by the shareholders of the Surviving Corporation. Except as described in the Surviving Corporation's SEC Reports (defined in Section 4.7), there is no outstanding subscription, contract, convertible or exchangeable security, option, warrant, call or other right obligating the Surviving Corporation to issue, sell, exchange, or otherwise dispose of, or to purchase, redeem or otherwise acquire, shares of, or securities convertible into or exchangeable for, capital stock of the Surviving Corporation.
CAPITALIZATION OF THE SURVIVING CORPORATION. Within the framework of the Merger and the resulting merging of the assets and liabilities of each of the Merging Entity and the Company into the Surviving Corporation and, based on the premise that, (A) immediately prior to the Merger, 54,134,000 shares of Common Stock of the capital of SELECT-TV SOLUTIONS, INC. shall be issued and outstanding as fully paid and non-assessable shares; (B) immediately prior to the Merger, 39,742,754 shares of Common Stock of the capital of SELECT-TV SOLUTIONS (USA), INC. shall be issued and outstanding as fully paid and non-assessable shares; (C) immediately prior to the Merger, 1,397,600 Common Stock Purchase Warrant granting the right to acquire 1,397,600 shares of Common Stock of the capital of SELECT-TV SOLUTIONS (USA), INC. shall be issued and outstanding; and (D) at or shortly after the Merger, 6,000,000 shares of Common Stock of the capital of SELECT-TV SOLUTIONS, INC. shall be issued to the holders of the Vector Note in consideration of the sum of $150,000.00 of the Principal of the said Vector Note, - the holders of securities of the Company and the Merging Entity, shall respectively receive:
CAPITALIZATION OF THE SURVIVING CORPORATION. All of the shares of capital stock of IICA which shall be issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall no longer be outstanding, shall be canceled and retired, and shall cease to exist, and each holder of a certificate representing any such shares of capital stock of IICA shall thereafter cease to have any rights with respect to such shares of capital stock of IICA.
CAPITALIZATION OF THE SURVIVING CORPORATION. The capitalization of the Merger Sub authorizes the Merger Sub to issue 100,000 shares of common stock with a par value of $.01 per share, of which 1,000 shares are issued and outstanding.
CAPITALIZATION OF THE SURVIVING CORPORATION. The capitalization of the Surviving Corporation shall be as set forth in the Articles of Incorporation of OpTex in effect immediately prior to the Effective Time.
CAPITALIZATION OF THE SURVIVING CORPORATION. Assuming (a) the transactions contemplated by this Agreement are consummated, (b) the Company does not breach any of its representations, warranties, covenants or other agreements in under this Agreement or the Related Agreements and (c) the Company is in substantial compliance with the Weekly Forecasts, the Buyer reasonably believes, as of the date hereof, that the Surviving Corporation and its Subsidiaries, as of the Closing Date, will not have unreasonably small capital and will be able to satisfy their debts as such debts become due in the ordinary course of business.
CAPITALIZATION OF THE SURVIVING CORPORATION. As of immediately following the Effective Time, as a result of the Merger pursuant to Section 2.05 of the Merger Agreement, the capitalization of the Surviving Corporation shall be as set forth on Schedule II; provided, that such schedule shall be updated following the Effective Time to reflect (x) any changes in the capitalization of the Company following the Measurement Date and prior to the Effective Time and (y) any changes in ownership of Common Shares by any Shareholder following the execution of this Agreement and prior to the Effective Time.
