Effect of the Reorganization. On the Effective Date, and subject to any requirements of applicable law, the Bank’s 2004 Director and Employee Stock Option Plan (the “Director and Employee Plan”), Amended and Restated 2005 Equity Incentive Plan (the “Equity Incentive Plan”), and 2004 Founder Stock Option Plan (the “Founder Plan”) (the Director and Employee Plan, The Equity Incentive Plan, and the Founder Plan are, collectively, the “Plans”) shall be assumed by Holding Company and shall become the Plans of Holding Company. Each unexercised option or other right to acquire Bank Common Stock granted under the Plans, shall become an unexercised option to purchase the same number of shares (adjusted thereafter where appropriate pursuant to the anti-dilution provisions of the Plans, if any) of Holding Company Common Stock on the same terms and conditions (including, but not limited to, the same option exercise price), or, in the case of the Equity Incentive Plan, shall become the right to receive Holding Company Common Stock as equity incentives on the same terms and conditions and shall no longer represent any right to acquire Bank Common Stock nor any interest in Bank Common Stock.
Effect of the Reorganization. By virtue of the Reorganization, on the Closing Date (as hereinafter defined), except as set forth in Schedule 2.l, each member of the Kroll Group will be a wholly owned subsidiary of the Company.
Effect of the Reorganization. At the Closing, the effect of the Reorganization will be that Lorilei's will become a wholly owned subsidiary of AmeriNet and that the stockholders of Xxxxxxx immediately prior to the Closing will become stockholders of AmeriNet at the Closing, with no further rights, title or interest in Xxxxxxx, other than indirectly as stockholders of AmeriNet.
Effect of the Reorganization. At the Closing, the effect of the Reorganization will be that NetWorth's will become a wholly owned subsidiary of Colmena and that the stockholders of NetWorth immediately prior to the Closing will become stockholders of Colmena at the Closing, with no further rights, title or interest in NetWorth, other than indirectly as stockholders of Colmena.
Effect of the Reorganization. At the Closing, the effect of the Reorganization will be that Union Dental and DDS will each become a wholly owned subsidiary of Issuer and that the Stockholders immediately prior to the Closing will become stockholders of Issuer at the Closing, with no further rights, title or interest in Union Dental or DDS, other than indirectly as stockholders of Issuer.
Effect of the Reorganization. Pursuant to the Reorganization, if it is approved at the Special Meeting and all other conditions contained herein either have been satisfied or waived, Revett Montana and Revett Canada shall cause the following to occur serially:
4.1.1 Revett Montana shall issue Revett Canada such number of shares of Revett Montana Class A Stock as is determined by dividing the gross proceeds of the Public Offering by the undiscounted purchase price of the Revett Canada Common Shares offered and sold in the Public Offering. As used herein, the term “Public Offering” shall mean that certain public offering by prospectus of 30,000,000 Revett Canada Common Shares in Canada and that certain companion private placement of Revett Canada Common Shares in the United States;
4.1.2 The holders of Revett Montana Common Stock and Revett Montana Common Stock Warrants (other than those holders who vote against the Reorganization and perfect their dissenters’ appraisal rights) shall, at the Effective Time, exchange their shares of Revett Montana Stock and their Revett Montana Common Stock Warrants for an equal number of Revett Montana Class B Stock and Revett Montana Class B Stock Warrants;
4.1.3 Revett Canada shall purchase all of the shares of Revett Montana Class B Stock owned beneficially by persons who hold 50,000 or fewer shares of such stock (other than those holders who confirm in writing to Revett Montana prior to the Effective Time that they do not wish to have their Revett Montana Class B Stock purchased), and as consideration therefor will issue such persons one Revett Canada Common Share for each share of Revett Montana Class B Stock so purchased.
4.1.4 Revett Canada shall purchase not less than 21,500,000 shares of Revett Montana Class B Stock owned beneficially by those persons who hold in excess of 50,000 shares of such stock (each a Significant Shareholder), other than those Significant Shareholders who confirm in writing to Revett Montana prior to the Effective Time that they do not wish to have their Revett Montana Class B Stock purchased, and as consideration therefor will issue each Significant Shareholder one Revett Canada Common Share for each share of Revett Montana Class B Stock so purchased. Unless otherwise agreed by all of the Significant Shareholders, the number of shares of Revett Montana Class B Stock that Revett Canada shall purchase from each Significant Shareholder shall be determined by multiplying the aggregate number of shares of Class B Common Stock...
Effect of the Reorganization. As of the Effective Date, all of the following shall occur:
(a) The corporate identity, existence, purposes, powers, franchises, rights and immunities of Thrucomm shall continue unaffected and unimpaired by the Reorganization,
(b) Thrucomm shall be liable for all of the obligations and liabilities of the Partnerships.
(c) The rights, privileges, good will, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to the Partnerships shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Thrucomm, without further act or deed.
(d) No claim pending at the Effective Date by or against the Partnerships or Thrucomm or any partner, stockholder, officer or director thereof, shall xxxxx or be discontinued by the Reorganization, but may be enforced, prosecuted, settled or compromised as if the Reorganization had not occurred.
(e) All rights of employees and creditors and all liens upon the property of the Partnerships or Thrucomm shall be preserved unimpaired, limited hen to the property affected by such hens at the Effective Date, and all the debts, liabilities and duties of the Partnerships shall attach to Thrucomm and shall be enforceable against Thrucomm to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Thrucomm.
(f) The Articles of Incorporation of Thrucomm, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Thrucomm without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(g) The Bylaws of Thrucomm as in effect on the Effective Date, shall continue to be the Bylaws of Thrucomm without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
Effect of the Reorganization. At the Closing, the effect of the Reorganization shall be that Vista Vacations' shall become a wholly owned subsidiary of AmeriNet and that the stockholders of Vista Vacations immediately prior to the Closing shall become stockholders of AmeriNet at the Closing, with no further rights, title or interest in Vista Vacations, other than indirectly as stockholders of AmeriNet.
Effect of the Reorganization. At the closing Date, the effect of the Reorganization shall be as provided in this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Closing Date, the Company shall be a wholly owned subsidiary of UAPI.
Effect of the Reorganization. As of the Effective Date, all of the following shall occur:
