Consideration Exchange Procedures. 3.01 Consideration; Effect on Capital Stock of aaiPharma and S MergerCo. At the Effective Time, by virtue of the aaiPharma Merger and without any action on the part of aaiPharma, Holding Company, S MergerCo or any holder of aaiPharma Common Stock, HoldCo Common Stock or S MergerCo Common Stock:
(a) Each share of aaiPharma Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of aaiPharma Common Stock held by aaiPharma or owned by CIMA, Holding Company, S MergerCo or C MergerCo, all of which shall be canceled as provided in Section 3.01(b)) shall be converted into the right to receive one (1) (the "aaiPharma Exchange Ratio") validly issued, fully paid and non-assessable share of HoldCo Common Stock (together with any cash in lieu of fractional shares of HoldCo Common Stock to be paid pursuant to Section 3.08, the "aaiPharma Merger Consideration").
(b) Each share of aaiPharma Common Stock held by aaiPharma or owned by Holding Company, CIMA, S MergerCo or C MergerCo immediately prior to the Effective Time shall, by virtue of the aaiPharma Merger, cease to be outstanding and shall be canceled, and no HoldCo Common Stock or other consideration shall be delivered in exchange therefor.
(c) All shares of aaiPharma Common Stock outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be canceled and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented any such shares of aaiPharma Common Stock ("aaiPharma Certificates") shall thereafter cease to have any rights with respect to such shares of aaiPharma Common Stock, except as provided herein or by Law, and each aaiPharma Certificate previously representing such shares shall thereafter represent the right to receive the aaiPharma Merger Consideration payable in respect of such shares of aaiPharma Common Stock and any dividends or other distributions to which such holder is entitled to pursuant to Section 3.06.
(d) Each share of S MergerCo Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of aaiPharma Surviving Corporation.
3.02 Consideration; Effect on Capital Stock of CIMA and C MergerCo. At the Effective Time, by virtue of the CIMA Merger and without any action on the part of CIMA, Holding Company, C MergerCo or any ho...
Consideration Exchange Procedures. 2 2.1. Effect on Company Common Stock............................ 2 2.2.
Consideration Exchange Procedures. 9 Section 3.01 Merger Consideration...................................................................9 Section 3.02 Rights as Shareholders; Stock Transfers...............................................13
Consideration Exchange Procedures a. In connection with the Merger, all Gix Media Shares outstanding immediately prior to the Merger will be exchanged for shares of Viewbix Parent Common Stock, so immediately following the Merger, Gix Media’s stockholders will hold 90% of Viewbix Parent on a fully diluted basis.
Consideration Exchange Procedures. Section 2.1 Merger Consideration.
Consideration Exchange Procedures. In connection with the Domestication Merger, all Intec Israel Shares outstanding immediately prior to the Domestication Merger will be exchanged, on a one-for-one basis, for shares of Intec Parent Common Stock, and all options and warrants to purchase Intec Israel Shares outstanding immediately prior to the Domestication Merger will be exchanged for equivalent securities of Intec Parent, as follows;
Consideration Exchange Procedures. 3.01.Merger Consideration 20 3.02.Treatment of Partnership Interests 21 3.03.Treatment of Company Equity Awards 21 3.04.Surrender of Shares and Units 23 3.05.Appraisal Rights 27 3.06.Adjustments 27 3.07.Withholding 27
Consideration Exchange Procedures. 8 3.1 Merger Consideration...............................................8 3.2 Rights as Stockholders; Stock Transfers............................8 3.3
Consideration Exchange Procedures. 13 3.1 Share Exchange Consideration............................... 13 F5856N.597 Y 2:10/16/98
Consideration Exchange Procedures. 2 Section 2.1 Merger Consideration...................................................................2 Section 2.2
