Deemed Surviving Corporation Shareholders Sample Clauses

Deemed Surviving Corporation Shareholders. Subject to subsection ----------------------------------------- (e) below with respect to dissenting Merging Corporation shareholders, at the Merger Effective Time: (i) each Merging Corporation shareholder shall be deemed a Surviving Corporation shareholder to the extent of the number of Surviving Corporation Common Shares to which he is entitled pursuant to this Agreement and Plan of Merger, whether or not certificates for Merging Corporation Common Shares are surrendered as provided in this Agreement and Plan of Merger, and (ii) until surrendered as provided below, each certificate representing Merging Corporation Common Shares shall be deemed, for all corporate purposes (including the payment of any dividends), to evidence ownership of the number of Surviving Corporation Common Shares to which the holder of such certificate has become entitled to receive pursuant to this Agreement and Plan of Merger.
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Related to Deemed Surviving Corporation Shareholders

  • The Surviving Corporation Section 3.01.

  • Surviving Corporation 6 Tax...........................................................................17

  • Surviving Entity Surviving Entity" shall mean the acquiring or resulting entity following the Change of Control.

  • Bylaws of Surviving Corporation At the Effective Time, the Bylaws of Merger Sub (the “Merger Sub Bylaws”), as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Certificate of Incorporation of Surviving Corporation Effective at the Effective Time, the Certificate of Incorporation of the Company in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation without any amendment or modification as a result of the Merger.

  • Directors of Surviving Corporation At the Effective Time of the Merger, the Board of Directors of the Surviving Corporation shall be comprised of the persons serving as directors of Merger Sub immediately prior to the Effective Time of the Merger. Such persons shall serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

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