Conversion and Issuance of Shares Sample Clauses

Conversion and Issuance of Shares. The manner of converting shares of the Constituent Corporations into shares of the surviving corporation shall be set forth in this paragraph as follows: Immediately upon the effective date of the merger, each one (1) share of $1.00 par value common voting stock of "Idaho", outstanding, without any action on the 9 part of the holder thereof, shall automatically become and be converted into common stock of the surviving corporation ("Nevada') at the rate of Five Hundred (500) shares of $.001 par value common voting stock of the surviving corporation ("Nevada") for each share of $1.00 par value common stock of "Idaho", provided that there shall be no fractional shares, nor shareholders holding less than one (1) share. All shares thus converted shall be deemed for all corporate purposes (other than the payment of dividends) to evidence the ownership of the number of fully paid, non-assessable shares of $.001 par value common voting stock of the surviving corporation into which shares of common stock of 'Idaho' shall have been so converted.
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Conversion and Issuance of Shares. The manner of converting shares of the Constituent Corporations into shares of the surviving corporation shall be set forth in this paragraph as follows: Immediately upon the effective date of the merger, each one (1) outstanding share of $.001 par value common voting stock of Westchester, without any action on the part of the holder thereof, shall automatically become and be converted into common stock of the surviving corporation (EPub), at the rate of one (1) share of EPub’s $.001 par value common voting stock, provided that there shall be no fractional shares, nor shareholders holding less than one (1) share. All shares thus converted shall be deemed for all corporate purposes (other than the payment of dividends) to evidence the ownership of the number of fully paid, non-assessable shares of $.001 par value common voting stock of the surviving corporation into which shares of Westchester common stock shall have been so converted. As of the date of the merger, there are 32,062,500 common shares of Westchester’s $.001 par value stock issued and outstanding; there are 5,949,300 common $.001 par value shares of EPub issued and outstanding. In addition, EPub shall issue a total of 11,000,000 shares of restricted stock to directors Xxxxxxx Xxxxxxxx and Xxxx Xxxxxxxxxxx as part of this merger and reorganization. Immediately after the merger there shall be 49,011,800 shares of $.001 par value common stock of the Surviving Corporation issued and outstanding. The Articles of Merger and Amendment to the Articles of Incorporation of XXXXXXXXXXXXXXX.XXX will restate the capital stock of EPUB from 20,000,000 shares of $.001 par value per share to 100,000,000 shares of $.001 par value per share as the authorized capital.
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Conversion and Issuance of Shares 
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Related to Conversion and Issuance of Shares

  • Valid Issuance of Shares The Shares being purchased by the Shareholders hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable law.

  • AUTHORIZATION AND ISSUANCE OF SHARES 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Issuance of Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • Conversion of Shares Exchange of Certificates Section 2.1 Effect on Capital Stock. 3 Section 2.2 Exchange of Certificates. 4 Section 2.3 Treatment of Company Options, Company RSU Awards and Company Restricted Shares. 6 ARTICLE III

  • Conversion of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

  • Valid Issuance of Share Capital The total number of all classes of share capital which the Company has authority to issue is 50,000,000 Ordinary Shares. As of the date hereof, the Company has issued 2,875,000 ordinary shares (of which up to 375,000 ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Adjustment Upon Issuance of Shares of Common Stock If and whenever on or after the date hereof, the Company issues or sells, or in accordance with this Section 3 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under this Section 3(e)), the following shall be applicable:

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