Conversion and Exchange of Capital Stock Sample Clauses

Conversion and Exchange of Capital Stock. (a) At the Effective Time, each outstanding share of the common stock, $.001 value per share, of Merger Sub (“Merger Sub Common Stock”) shall, by virtue of the Merger and without any action on the part of the Parent, Merger Sub or Winsonic, be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation. (b) At the Effective Time, each share of common stock, $.001 par value per share of Winsonic (“Winsonic Common Stock”) issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of the Parent, Merger Sub, Winsonic or any holder thereof, be converted into and be exchangeable for the right to receive newly-issued, fully paid and non-assessable shares of common stock, $.001 par value per share, of the Parent (“Parent Common Stock”) at a ratio (the “Exchange Ratio”) determined by the following formula: Total audited value of the Winsonic Customer Contracts — 2,000,000 shares [previously issued to Xxxxxxx pursuant to consulting agreement] = Exchange Ratio of number of share(s) of Parent Common Stock for each share of Winsonic Common Stock (c) At the Effective Time, all options, warrants, convertible notes and other rights, entitling the holder thereof to purchase or otherwise acquire any shares of Winsonic Common Stock as disclosed under Schedule 1.08 (collectively, “Instruments”) shall by virtue of the Merger and without any action on the part of the Parent, Merger Sub, Winsonic or any holder thereof, entitle the holder of such instrument to purchase or otherwise acquire pursuant to the terms of such Instrument such number of shares Parent Common Stock as would have been issued at the Exchange Ratio had such Instrument been converted or exercised, as the case may be, at the Effective Time. (d) At the Effective Time, each share of the Winsonic Common Stock held by Winsonic immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Merger Sub or Winsonic, be canceled, retired and cease to exist and no payment shall be made with respect thereto.
Sample 1
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Conversion and Exchange of Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock, no par value, of Summit Common Stock will, by virtue of the Merger, automatically be canceled and extinguished in consideration and exchange for the right to receive 1.87 shares ("Exchange Ratio") of FirstFederal Common Stock. (b) All shares of Summit Common Stock that are owned by Summit as treasury stock and any shares of Summit Common Stock owned by FirstFederal shall be canceled and retired and shall cease to exist and no consideration whatsoever shall be delivered in exchange therefor in connection with the Merger. (c) Each outstanding share of FirstFederal Common Stock prior to the Effective Time shall continue to be an issued and outstanding common share $1.00 par value of the Surviving Corporation and each share of FirstFederal Common Stock held in treasury prior to the Effective Time shall continue to be held in treasury by the Surviving Corporation. (d) If, between the date of this Merger Agreement and the Effective Time, the shares of FirstFederal Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization, split-up combination, or exchange of shares, or by stock dividend or stock split thereon, declared with a record date within said period, the applicable adjustment or adjustments shall be made to the Exchange Ratio established by Section 2.5(a) and to the definition of "Sales Price." (e) On and after the Effective Time, each holder of a certificate or certificates theretofore representing outstanding shares of Summit Common Stock (any such certificate being hereinafter referred to as a "Certificate") may surrender the same to the Transfer Agent for cancellation and each such holder shall be entitled upon such surrender to receive in exchange therefor certificate(s) representing the number of shares of FirstFederal Common Stock to which such holder is entitled as provided herein and a check in an amount equal to the amount of cash to be paid pursuant to subsection (f) of Section 2.5, without interest, to which such holder is entitled. Until so surrendered, each Certificate shall be deemed for all purposes to evidence ownership of the number of shares of FirstFederal Common Stock into which the shares represented by such Certificates have been changed or converted as aforesaid. No dividends or other distributions declared after the Effect...
Sample 1
Conversion and Exchange of Capital Stock 
Sample 1

Related to Conversion and Exchange of Capital Stock

  • Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of capital stock of Merger Sub or the Company:

  • Valid Issuance of Capital Stock The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Limitation on Issuance of Capital Stock (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock. (b) Borrowers will not, and will not permit any Subsidiary, to issue any Equity Interest of any Subsidiary (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Equity Interest of any Subsidiary, except (i) for stock splits, stock dividends and additional Equity Interests issuances which do not decrease the percentage ownership of a Borrower or any Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of a Borrower formed after the Closing Date pursuant to Section 6.12 may issue Equity Interests to a Borrower or the Subsidiary of a Borrower which is to own such stock; and (iii) a Borrower may issue common stock that is Qualified Capital Stock to Holdings. All Equity Interests issued in accordance with this Section 6.11(b) shall, to the extent required by this Agreement or the Security Agreement, be delivered to the Administrative Agent for pledge pursuant to the Security Agreement.

  • Restriction on Sale of Capital Stock During the Commitment Period, the Company shall not issue or sell (i) any Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's Bid Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2.

  • Recapitalization or Reclassification If the Company shall at any time effect a recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or smaller number of shares, then upon the effective date thereof, the number of shares of Common Stock which Holder shall be entitled to purchase upon Exercise of this Warrant shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of Common Stock by reason of such recapitalization, reclassification or similar transaction, and the Exercise Price shall be, in the case of an increase in the number of shares, proportionally decreased and, in the case of decrease in the number of shares, proportionally increased. The Company shall give Holder the same notice it provides to holders of Common Stock of any transaction described in this Section 5(b).

  • Recapitalization Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder, but only to the extent the Purchased Shares are at the time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of Purchased Shares subject to this Agreement and to the price per share to be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation's capital structure; provided, however, that the aggregate purchase price shall remain the same.

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

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