Effect of Merger on Outstanding Shares Sample Clauses

Effect of Merger on Outstanding Shares. Each share of Myson Interim, Inc. common stock issued and outstanding immediately prior to the Effective Date of the Merger shall be converted into one share of Holdco common stock, and each share of Myson Interim, Inc. Series A Convertible Preferred Stock issued and outstanding immediately prior to the Effective Date of the Merger shall be converted into one share of Holdco Series A Convertible Preferred Stock.
Sample 1
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Effect of Merger on Outstanding Shares. In and by virtue of the Bank Merger and at the Bank Merger Effective Time, pursuant to this Merger Agreement, the shares of United Business Bank common stock (“United Business Bank Stock”) and the shares of Pacific Enterprise Bank common stock (“Pacific Enterprise Bank Stock”) outstanding at the Bank Merger Effective Time shall be treated as follows:
Sample 1
Effect of Merger on Outstanding Shares. On the Effective Date, each share of Company Common Stock issued and outstanding immediately prior to the Merger, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one (1) fully paid and nonassessable shares of common stock of the Parent Corporation, par value $.0001 per share. On the Effective Date, each share of the common stock of the Disappearing Corporation issued and outstanding immediately prior to the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one fully paid and nonassessable share of common stock, par value $.0001 per share, of the Surviving Corporation. On the Effective Date, each share of Company Common Stock owned by Parent Corporation or any subsidiary of Parent Corporation or held in treasury immediately prior to the Effective Date, if any, shall be cancelled and cease to exist from and after the Effective Date. From and after the Effective Date, all Company Common Stock outstanding prior to the Merger shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive in exchange thereof, upon surrender thereof to Parent Corporation, a certificate of certificates representing the number of whole shares of Parent Corporation Common Stock to which such holder is entitled pursuant to this Section 3.
Sample 1
Effect of Merger on Outstanding Shares. The manner of converting or cancelling the shares of the Disappearing Corporation and of the Continuing Corporation shall, by virtue of the Merger, and without any action on the part of the holders thereof be as follows: (A) The shares of the Disappearing Corporation issued and outstanding as of the Effective Time shall be converted into the shares of common stock of the Continuing Corporation issued and outstanding as of the Effective Time and shall constitute the only issued and outstanding shares of common stock of the Continuing Corporation. (B) Each share of the common stock, $5.00 par value per share, of Tysons ("Tysons Common Stock") shall be converted into the right to receive that number of shares of the common stock, $5.00 par value per share, of MainStreet BankGroup Incorporated ("MSBC Common Stock") obtained by dividing the Negotiated Price per share of Tysons Common Stock by the average of the bid/asked price per share for the MSBC Common Stock as reported on the National Association of Securities Dealers Quotations System National Market System ("NASDAQ/NMS") for each of the twenty (20) trading days preceding the later to occur of (i) the approval of the Merger and the other transactions contemplated by the Agreement by the shareholders of Tysons; and (ii) the financial institution regulatory approvals (but not the statutory waiting periods) necessary for the consummation of the Merger and the other transactions contemplated by the Agreement. If the Exchange Ratio computed in accordance with the immediately preceding sentence is less than .507, the Exchange Ratio shall be .507, and if the Exchange Ratio computed in accordance with the immediately preceding sentence is greater than .620, the Exchange Ratio shall be .620. ("Exchange Ratio"). The Negotiated Price per share of Tysons Common Stock is $14.50.
Sample 1
Effect of Merger on Outstanding Shares. (a) Each share of Surviving Corporation common stock issued and outstanding immediately prior to the Merger and all rights existing with respect thereto shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding and shall be converted into the right to receive cash and shares of CalComp Common Stock as set forth below: Shares of CalComp Name of Topaz Shares of Topaz Cash Received Common Stock Shareholder Common Stock Owned in Merger Received in Merger ----------------- ------------------ ------------- ------------------ Andreas Bibl 33,000 $250,000 500,000 Xxxxx Xxxxxxx 33,000 $250,000 500,000 Xxxx Xxxxxxxxx 33,000 $250,000 500,000 (b) The shares of capital stock of CalComp outstanding immediately prior to the Merger will not be affected by the Merger; (c) The shares of capital stock of Merging Corporation shall be converted into and become one fully paid and nonassessable share of Common Stock of Surviving Corporation.
Sample 1
Effect of Merger on Outstanding Shares. The manner of converting or cancelling the shares of the Disappearing Corporation and of the Continuing Corporation shall, by virtue of the Merger, and without any action on the part of the holders thereof be as follows: (A) Each share of the common stock, $0.20 par value per share, of Ballston ("Ballston Common Stock") shall be converted into the right to receive that number of shares (the "Exchange Ratio") of the common stock, $5.00 par value per share, of MSBC ("MSBC Common Stock") obtained (subject to the next following sentence) by dividing $12.04 by the average of the bid price and the asked price per share for the MSBC Common Stock as reported on the National Association of Securities Dealers Quotations System National Market System ("NASDAQ National Market") for each of the twenty (20) trading days preceding the tenth calendar day prior to the date on which the Effective Time occurs ("Merger Effective Date"). If the Ratio computed in accordance with the immediately preceding sentence is less than 0.4025, the Exchange Ratio shall be 0.4025, and if the ratio computed in accordance with the immediately preceding sentence is greater than 0.4920, the Exchange Ratio shall be 0.4920.
Sample 1
Effect of Merger on Outstanding Shares. The manner of converting or cancelling the shares of the Disappearing Corporation and of the Continuing Corporation shall, by virtue of the Merger, and without any action on the part of the holders thereof be as follows: (A) The shares of the Disappearing Corporation issued and outstanding as of the Effective Time shall be converted into the shares of common stock of the Continuing Corporation issued and outstanding as of the Effective Time and shall constitute the only issued and outstanding shares of common stock of the Continuing Corporation. (B) Each share of the common stock, $2.50 par value per share, of Regency ("Regency Common Stock") shall be converted into the right to receive that number of shares of the common stock, $5.00 par value per share, of MainStreet BankGroup Incorporated ("MSBC Common Stock") obtained by dividing the Negotiated Price per share of Regency Common Stock by the average of the bid/asked price per share for the MSBC Common Stock as reported on the National Association of Securities Dealers Quotations System National Market System ("NASDAQ/NMS") for each of the twenty (20) trading days preceding the tenth calendar day prior to the date on which the Effective Time occurs ("Merger Effective Date"). If the Exchange Ratio computed in accordance with the immediately preceding sentence is less than .406, the Exchange Ratio shall be .406, and if the Exchange Ratio computed in accordance with the immediately preceding sentence is greater than .500, the Exchange Ratio shall be .500. ("Exchange Ratio"). The Negotiated Price per share of Regency Common Stock is $13.00.
Sample 1
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Effect of Merger on Outstanding Shares 
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Related to Effect of Merger on Outstanding Shares

  • Effect of Merger on Capital Stock (a) The aggregate maximum consideration (the “Merger Consideration”) to be paid in exchange for the acquisition by Parent and Merger Sub of all outstanding Company Stock and all outstanding unexpired and unexercised options that have vested prior to Closing or that will vest in connection with Closing, warrants or other rights to acquire or receive any vested Company Stock, if any, and for the other covenants of the Company provided in this Agreement shall be, subject to adjustment as provided herein, an amount equal to (i) the Closing Amount, plus (ii) the Initial Order Cash Consideration (if any), plus (iii) the Performance Amount (if any), plus (iv) such portion of the Escrow Amount (if any) actually distributed to the Participating Holders pursuant to the terms herein, plus (v) the Post-Closing Adjustment (if any) payable to the Participating Holders pursuant to the terms herein. For the avoidance of doubt and notwithstanding anything herein to the contrary, the Payments Administrator shall not be responsible for processing any payments to be made at Closing, including without limitation the Closing Amount, but shall only be responsible for processing the post-closing payments expressly ascribed to it hereunder (which in no event shall include any amounts subject to wage or payroll tax withholding). (b) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder of any shares of Company Stock or Merger Sub Common Stock, each share of Company Stock (excluding any Restricted Shares to be exchanged pursuant to Section 1.9(c)) issued and outstanding immediately prior to the Effective Time shall automatically cease to be outstanding and shall be canceled and retired and shall cease to exist and will be converted automatically following the surrender of the certificate representing such shares of Company Stock in the manner provided in Section 1.14, into the right to receive, that portion, if any, of the Merger Consideration, without interest, as set forth below: (i) each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Series A Preferred Stock to be canceled pursuant to Section 1.6(b)(iii) and any Dissenting Shares as defined in and to the extent provided in Section 1.15) shall be canceled and converted automatically into the right to receive (A) an amount in cash, without interest, equal to the Series A Per Share Closing Amount, plus (B) the contingent right to receive, in accordance with Section 1.7 hereof, an amount equal to the Pro Rata Initial Order Cash Consideration (if any), plus (C) the contingent right to receive, in accordance with Section 1.8 hereof, an amount equal to the Pro Rata Performance Amount (if any), plus (D) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) any proceeds or distributions of the Escrow Amount (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein), plus (E) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) the Post-Closing Adjustment (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein); provided, however, that, notwithstanding anything in this Agreement to the contrary, upon allocation of Merger Consideration (including, for the avoidance of doubt, the Pro Rata Share of the Escrow Amount and Post-Closing Adjustment, as applicable, initially allocable to each share of Series A Preferred Stock, whether or not actually distributed to the Participating Holders) in the aggregate equal to $21.00 per share of Series A Preferred Stock, no holder of shares of Series A Preferred Stock may receive any further distributions of Merger Consideration in respect of such shares; provided, further, that any funds that remain undistributed following application of the immediately preceding proviso (the “Series A Overflow Funds” and together with the Warrant Overflow Funds, the “Overflow Funds”) shall be distributed in accordance with Section 1.6(b)(ii) below. (ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock to be canceled pursuant to Section 1.6(b)(iii) and any Dissenting Shares as defined in and to the extent provided in Section 1.16) shall be canceled and converted automatically into the right to receive: (A) an amount in cash, without interest, equal to the Common Per Share Closing Amount, plus (B) the contingent right to receive, in accordance with Section 1.7 hereof, an amount equal to the Pro Rata Initial Order Cash Consideration (if any), plus (C) the contingent right to receive, in accordance with Section 1.8 hereof, an amount equal to the Pro Rata Performance Amount (if any), plus (D) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) any proceeds or distributions of the Escrow Amount (if, when and to the extent distributed to the Stockholders pursuant to the terms herein), plus (E) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) the Post-Closing Adjustment (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein), plus (F) an amount in cash, without interest, equal to the product of (x) the Capped Pro Rata Share multiplied by (y) the amount of the Overflow Funds; (iii) each share of Company Stock, if any, held by the Company as treasury stock immediately prior to the Effective Time, shall be canceled and extinguished without any conversion thereof, and no payment or distribution shall be made with respect thereto; (iv) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation, and all of such shares, as converted, shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation; and (v) each share certificate of Merger Sub evidencing ownership of any shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation; and (vi) each share of Company Stock converted pursuant to clauses (i) and (ii) of this Section 1.6(b) shall automatically cease to be outstanding and shall be canceled and retired and shall cease to exist and each holder of a certificate representing any such share of Company Stock shall cease to have any rights with respect thereto, except the right to receive such holder’s respective portion of the Merger Consideration and all payments pursuant to this Section 1.6 shall be made in accordance with the Certificate of Incorporation.

  • Effect of the Merger on 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 any holder of any securities of Parent, Merger Sub or the Company:

  • Effect of the Merger on Capital Stock Exchange of Certificates Equity-Based Awards

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) At the effective time of the conversion: (i) the Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in its prior organizational form; (ii) all rights, title, and interests to all real estate and other property owned by the Partnership shall continue to be owned by the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon; (iii) all liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its new organizational form without impairment or diminution by reason of the conversion; (iv) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities and obligations and may be pursued by such creditors and obligees as if the conversion did not occur; (v) a proceeding pending by or against the Partnership or by or against any of Partners in their capacities as such may be continued by or against the converted entity in its new organizational form and by or against the prior Partners without any need for substitution of parties; and (vi) the Partnership Interests that are to be converted into partnership interests, shares, evidences of ownership, or other securities in the converted entity as provided in the plan of conversion shall be so converted, and Partners shall be entitled only to the rights provided in the Plan of Conversion.

  • 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.

  • Conversion of Merger Sub Common Stock At the Effective Time, 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 one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Merger and Consolidation Conversion 18 Section 4. Reorganization...........................................................................................19 Section 5. Amendments...............................................................................................19 Section 6. Filing of Copies, References, Headings...................................................................19 Section 7.

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Effect of Merger (a) At the effective time of the certificate of merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) A merger or consolidation effected pursuant to this Article shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

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