Common Stock of the Company. All of the outstanding shares of common stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive or similar right.
Common Stock of the Company. On the Effective Date, by virtue of the Merger and without any action on the part of the holders thereof, each share of Company Common Stock shall cease to exist and shall be changed and converted into one fully paid and non-assessable share of the Surviving Company Common Stock.
Common Stock of the Company. The Company shall, within thirty (30) days of the date hereof, have filed the appropriate paperwork with the Nevada Secretary of State and the United States Securities and Exchange Commission and increased the authorized shares of Common Stock the Company to fifteen billion (15,000,000,000) and to provide for a par value of no par value per share. Failure by the Company to do so shall be considered an Event of Default.
Common Stock of the Company. Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) shall be converted into the right to receive the Merger Consideration. As of the Effective Time, all such shares of Common Stock shall no longer remain outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented such share of Common Stock (a “Common Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be Table of Contents paid in consideration therefor upon surrender of such Common Stock Certificate in accordance with Section 2.01(b), without interest.
Common Stock of the Company. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent or Merger Sub, or the stockholders of any of the foregoing, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any Dissenting Shares, and (ii) those shares of Company Common Stock to be canceled pursuant to Section 2.02(b)) shall be converted into the right to receive, upon surrender of the certificates representing such Company Common Stock in the manner provided for in Section 3.02(d), from Parent in an amount equal to the Effective Time Per Share Merger Consideration and the Per Share Earn Out Payment, if applicable. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled, and each holder of a certificate or certificates representing shares of Company Common Stock shall cease to have any rights with respect to such shares of Company Common Stock, except the right to receive the Effective Time Per Share Merger Consideration. In addition, each holder of Company Common Stock shall be entitled to receive its Ownership Percentage of the Escrow Amount, which will be released pursuant to the terms of the Escrow Agreement.
Common Stock of the Company. Each issued and outstanding share of Common Stock (other than shares to be canceled in accordance with Section 2.07(b) and any Dissenting Shares, as defined below) shall be converted into and represent the right to receive an amount, in cash, equal to the quotient obtained by dividing (i) the Aggregate Cash Consideration, by (ii) the total number of shares of Common Stock outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.07(b)) plus the number of shares issuable upon exercise of Company Options outstanding immediately prior to the Effective Time (the "Cash Consideration"). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled, retired and extinguished and shall cease to exist, and each certificate which immediately prior to the Effective Time represented any such shares (other than any Dissenting Shares) shall thereafter represent the right to receive, upon surrender of such certificate in accordance with the provisions of Section 2.08, the Cash Consideration into which such shares have been converted in accordance herewith. (d) ESTABLISHING THE CASH CONSIDERATION. Five days prior to the Effective Time, the Company shall provide Parent with a schedule (the "Preliminary Schedule"), setting forth in reasonable detail, the estimated Cash Consideration as of the Effective Time. Parent shall promptly review such schedule and provide any disagreements on such schedule within two days of receipt of such schedule. The Company and Parent shall resolve any disputes on the preparation of the Preliminary Schedule and agree upon a final Cash Consideration which reflects changes, if any, between the date of delivery of the Preliminary Schedule and the Effective Time.
Common Stock of the Company. Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (each, a "Share"), other than Shares to be cancelled in accordance with Section 2.1(d), shall be converted into the right to receive 1.5 fully paid and non-assessable shares (the "Exchange Ratio") of Parent Common Stock (all such shares of Parent Common Stock issued, together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.2(f), being referred to as the "Merger Consideration"), and shall cease to be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate previously evidencing any such Shares (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such Certificate in accordance with the provisions of Section 2.2, the Merger Consideration with respect to the Shares previously evidenced by such Certificate.
Common Stock of the Company i. As additional compensation for your services performed under this Agreement, and as an incentive to help make the Company successful, you will be issued 40,000 shares of Common Stock of the Company upon your execution and delivery of this Agreement and the simultaneous closing of the sale of United States Patent No. 5,262,439 and corresponding foreign applications and patents pursuant to the Patent Purchase Agreement. Simultaneous with your acceptance of this Agreement, you will enter into a Stock Restriction Agreement between you and the Company (the "Stock Restriction Agreement") in the form attached hereto as Exhibit "I". If this Agreement is terminated by the Company for cause (which shall be the willful breach by you of this Agreement) or by you (other than for death or disability) pursuant to Paragraph 4 prior to the end of the term provided herein, you shall be entitled only to the Vested Shares as defined in the Stock Restriction Agreement.
ii. The Stock is being acquired by you solely for your account, for investment, with no present intention of making a public distribution thereof within the meaning of the Securities Act. None of the Stock will be sold or transferred by you in violation of the Securities Act or any state securities law, and your financial condition is such that this investment can be made on a long-term basis and you can afford the complete loss of the investment. You are aware that none of the Stock has been registered under the Securities Act or any state securities law, that the Stock must be held indefinitely unless they are subsequently registered or an exception from such registration is available and that the Company is under no obligation to register any of the Stock under the Securities Act or any state securities law. You are aware that an exception from registration requirements of the Securities Act pursuant to Rule 144 thereunder is not presently available; that the Company has not covenanted to make available an exception from the registration requirements pursuant to such Rule 144 or any successor rule for resale of any of the Stock; and that even if any exemption under Rule 144 were available, the Rule permits only routine sales of securities in limited amounts in accordance with the terms and conditions of such Rule. You further acknowledge that there is presently no market for the purchase and sale of any of the Stock.
iii. You confirm that the Company has made available to you, or to your representatives, t...
Common Stock of the Company. Each Share issued and outstanding at the Effective Time (other than Shares owned by the Company or any of its Subsidiaries) shall be converted into and exchanged for the right to receive the Per Share Amount, without interest, payable upon surrender to Parent of the certificate which immediately prior to the Effective Time evidenced such Share. All of the Shares shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each holder of a certificate previously evidencing any such Shares shall cease to have any rights with respect thereto, except the right to receive, in accordance with the provisions of this Article 2, the Per Share Amount for each of such Shares. Each Share owned by the Company or any of its Subsidiaries shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. Following the Effective Time, there shall be no further registration of transfers on the records of the Company of Shares that were outstanding immediately prior to the Effective Time. The "Per Share Amount" shall mean (A) the sum of the Merger Consideration and the aggregate of all of the exercise prices payable under all of the Company Stock Options, divided by (B) the sum of: (i) the number of Shares, (ii) the number of shares of Company Common Stock subject to the Company Stock Options and (iii) the number of phantom stock units issued under the Phantom Stock Award Agreement. The "Estimated Per Share Amount" shall be determined in the same manner as the Per Share Amount except that the Estimated Merger Consideration shall be used instead of the Merger Consideration. The payment of the Estimated Merger Consideration and the funding of the Escrow Payment shall be made as set forth in Section 2.9(a) of this Agreement.
Common Stock of the Company. The Collateral shall consist of 4,500,000 shares of common stock, $0.00001 par value per share, of Real Estate Referral Center, Inc., a Nevada corporation with its principal offices located in Dallas, Texas, (“Company”) registered in the name of Shareholder.
