Company Stock. Subject to clause (b) below, all shares of Company Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration, with each Company Stockholder being entitled to receive its Pro Rata Share of the Merger Consideration, without interest, upon delivery of the Transmittal Documents in accordance with Section 1.11. As of the Effective Time, each Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation (other than the rights set forth in Section 1.14 below).
Appears in 3 contracts
Samples: Merger Agreement (PowerUp Acquisition Corp.), Merger Agreement (PowerUp Acquisition Corp.), Merger Agreement (Semper Paratus Acquisition Corp)
Company Stock. Subject to clause (b) below, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration, with each Company Stockholder being entitled to receive its Pro Rata Share of the Merger Consideration, without interest, upon delivery of the Transmittal Documents in accordance with Section 1.11. As of the Effective Time, each the Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation (other than the rights set forth in Section 1.14 below)Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Digital Ally, Inc.), Merger Agreement (Clover Leaf Capital Corp.)
Company Stock. Subject to clause (b) below, all shares of Company Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger ConsiderationConsideration (as it may be adjusted after the Closing pursuant to Section 1.14), with each the Company Stockholder being entitled to receive its Pro Rata Share of the Merger Consideration, without interest, upon delivery surrender of its certificates representing shares of Company Common Stock (the Transmittal Documents in accordance with Section 1.11“Company Certificates”). As of the Effective Time, each the Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation (other than the rights set forth in Section 1.14 below)Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Customers Bancorp, Inc.), Merger Agreement (Megalith Financial Acquisition Corp)
Company Stock. Subject to clause (b) below, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration, with each Company Stockholder being entitled to receive its Pro Rata Share of the Merger Consideration, without interest, upon delivery of the Transmittal Documents in accordance with Section 1.111.10. As of the Effective Time, each the Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation (other than the rights set forth in Section 1.14 below)Corporation.
Appears in 1 contract
Samples: Merger Agreement (Aesther Healthcare Acquisition Corp.)
Company Stock. Subject to clause (b) below, all shares of Company Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration, with each Company Stockholder being entitled to receive its Pro Rata Share of the Merger Consideration, without interest, upon delivery of the Transmittal Documents in accordance with Section 1.111.10. All shares of Company Preferred Stock will be treated on an as-converted to Company Common Stock basis. As of the Effective Time, each Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation (other than the rights set forth in Section 1.14 below).
Appears in 1 contract
Samples: Agreement and Plan of Merger (AMCI Acquisition Corp.)
Company Stock. Subject to clause (bii) below, all shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration, with each Company Stockholder being entitled to receive its Pro Rata Share of the Merger Consideration, without interest, upon delivery of the Transmittal Documents transmittal documents in accordance with Section 1.112.8. As of the Effective Time, each the Company Stockholder Stockholders shall cease to have any other rights in and to the Company or the Surviving Corporation (other than the rights set forth in Section 1.14 below)Corporation.
Appears in 1 contract
Company Stock. Subject to clause (b) below, all shares of Company Stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Company Preferred Stock Exchange) will automatically be cancelled and cease to exist in exchange for the right to receive the Stockholder Merger Consideration, with each Company Stockholder being entitled to receive its Pro Rata Share portion of the Stockholder Merger Consideration, including the Transferred Sponsor Warrants in accordance with Section 1.9, without interest, upon delivery of the Transmittal Documents in accordance with Section 1.11. As of the Effective Time, each Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation (other than the rights set forth in Section 1.14 below)Corporation.
Appears in 1 contract
Company Stock. Subject to clause clauses (b) and (c) below, all shares of Company Stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Recapitalization), will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration, with each Company Stockholder being entitled to receive its Pro Rata Share pro rata share of the Merger Consideration, without interest, upon delivery of the Transmittal Documents Consideration as provided in accordance with Section 1.11. As of the Effective Time, each Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation (other than the rights set forth in Section 1.14 belowof this Agreement).”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Industrial Tech Acquisitions II, Inc.)
Company Stock. Subject to clause clauses (b) and (c) below, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Recapitalization), will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration, with each Company Stockholder being entitled to receive its Pro Rata Share pro rata share of the Merger Consideration, without interest, upon delivery of the Transmittal Documents Consideration as provided in accordance with Section 1.11. As of the Effective Time, each Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation (other than the rights set forth in Section 1.14 belowof this Agreement).
Appears in 1 contract
Samples: Merger Agreement (Industrial Tech Acquisitions II, Inc.)