Effect of Merger on the Capital Stock of the Constituent Corporations Sample Clauses

Effect of Merger on the Capital Stock of the Constituent Corporations. At the Effective Time, by virtue of the Merger and without any action on the part MagnaChip, IC Media or Parent,
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Effect of Merger on the Capital Stock of the Constituent Corporations. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the Sellers, upon the terms and subject to the conditions set forth in this Agreement, each Company Share issued and outstanding immediately prior to the Effective Time will be cancelled and extinguished and be converted automatically into Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by MeiraGTx Holdings plc the right to receive, credited as fully paid, 15 A ordinary shares of £0.0001 each in the capital of the Parent (the “Parent Shares”), which Parent Shares, for the avoidance of doubt, the Parent is issuing to the Sellers in consideration for the Merger. At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, Parent will, and Merger Sub hereby procures that Parent will, allot and issue the Parent Shares to the Sellers as set forth on Schedule 2.1.5. In no event, shall the Parent Shares to be issued to the Sellers under this Agreement in respect of the Merger exceed, credited as fully paid, in aggregate 30,000 A ordinary shares of £0.0001 each in the capital of the Parent. The Parent Shares shall be distributed amongst the Sellers as set forth on Schedule 2.1.5.
Effect of Merger on the Capital Stock of the Constituent Corporations. On the terms and subject to the conditions of this Agreement, the following shall occur:
Effect of Merger on the Capital Stock of the Constituent Corporations. Section 2.1 Company Common Stock. Except as otherwise provided in Section 2.6 with respect to Common Shares as to which appraisal rights have been exercised, at the Effective Time, each Common Share issued and outstanding immediately prior to the Effective Time:
Effect of Merger on the Capital Stock of the Constituent Corporations. (a) Consideration to be Paid at the Effective Time.
Effect of Merger on the Capital Stock of the Constituent Corporations. (a) EFFECT ON CAPITAL STOCK OF FP1096. At the Effective Time, by virtue of the Merger and without any further action on the part of K-V Sub, FP1096 or the Shareholders:
Effect of Merger on the Capital Stock of the Constituent Corporations 
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Related to Effect of Merger on the Capital Stock of the Constituent Corporations

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

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