Effect on Capital Stock and Options. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Stock or the holder of any shares of capital stock of Merger Sub:
(a) Each share of the capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation;
(b) Each share of Stock which is issued and outstanding immediately prior to the Effective Time (subject to Section 2.1(c)) shall be converted into the right to receive the Per Share Merger Consideration subject to the provisions of Section 2.3;
(c) Each share of Stock that is owned by the Company shall be canceled and retired and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor; and
(i) Each outstanding and vested option or other Right to purchase Stock (each, an "Option" and collectively, "Options") under the Company's Stock Option Plan, the holder of which shall have entered into an option cancellation agreement ("Option Cancellation Agreement") substantially in the form of Exhibit C-1, shall be canceled in accordance with the terms of such Option Cancellation Agreement in exchange for the right to receive from Purchaser on behalf of the Surviving Corporation on the first business day after the Effective Time ("First Business Day") an amount in cash (subject to reduction for any applicable withholding Taxes) equal to the Option Value;
Effect on Capital Stock and Options. (a) At least five (5) days prior to the Closing Date, the Company shall prepare and deliver to Acquiror a certificate in a form reasonably acceptable to Acquiror (the “Allocation Certificate”) signed by the Chief Executive Officer of the Company certifying, in each case as of the Closing: (i) the identity of each record holder of Company Capital Stock and the number of shares of Company Common Stock and/or Company Preferred Stock held by each such Company Stockholder; (ii) the identity of each Company Optionholder and the number of shares of Company Common Stock subject to each Company Option held by such Company Optionholder; (iii) the calculation of the Option Consideration; (iv) the amount, as determined by the Board of Directors of the Company in good faith, of the Total Merger Consideration required to be paid to each Company Stockholder under the Company Certificate of Incorporation and other applicable agreements, expressed in terms of Cash Consideration, Stock Consideration and Pro Rata Share of the Milestone Payments; (v) the amount, as determined by the Board of Directors of the Company in good faith, of the Total Merger Consideration to be paid to each Company Optionholder, expressed in terms of Cash Consideration; (vi) the amount of any required Tax withholding (if any) from the Closing Payment and the Milestone Payments (based on a reasonable projection of the amount of the Milestone Payments to be paid with respect to each such Company Stockholder); (vii) the Pro Rata Share of each Effective Time Holder and the interest in dollar terms of each Effective Time Holder in the Holdback Amount and any interest accruing thereon; (viii) the amount of any required Tax withholding from the Holdback Amount and any accrued interest assuming the entire amount is released with respect to each Effective Time Holder; and (ix) all information on which the calculations in the Allocation Certificate are based. The Stock Consideration shall be issued and allocable only to the Founders. The Allocation Certificate shall be deemed the definitive calculation of the Total Merger Consideration payable to the Company Securityholders (except with respect to changes resulting from adjustments to the Total Merger Consideration under ARTICLE IX).
(b) On the terms and subject to the conditions set forth in this Agreement, and without any action on the part of any holder of the Company Capital Stock and/or Company Options:
(i) At the Effective Time, each share of Company Pre...
Effect on Capital Stock and Options. (a) On the terms and subject to the conditions set forth in this Agreement:
(i) At the Effective Time, without any action on the part of any holder of the Company Preferred Stock, each share of Company Series A Stock, Company Series B Stock and Company Series C Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with Section 1.10(c) and Article VIII, an amount of cash (without interest) equal to the Series A Liquidation Preference Per Share, Series B Liquidation Preference Per Share or Series C Liquidation Preference Per Share, respectively, less applicable deductions and withholding at the time of payment permitted by Section 1.14. The amount of cash each holder of Company Preferred Stock is entitled to receive shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Preferred Stock held by such Company Shareholder.
(ii) At the Effective Time, after allocation of the amounts as provided in Section 1.9(a)(i), and without any action on the part of any holder of the Company Capital Stock, each share of Company Series B Stock, Company Series C Stock and Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with Section 1.10(c) and Article VIII, an amount of cash (without interest) equal to the Common Cash Amount Per Share less applicable deductions and withholding at the time of payment permitted by Section 1.14. The amount of cash each Company Shareholder is entitled to receive shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Common Stock held by such Company Shareholder (assuming the conversion of Company Preferred Stock into Company Common Stock).
(iii) At the Effective Time, each Company Option held by a Continuing Employee that is unvested, unexpired, unexercised and outstanding immediately prior to the Effective Time (taking into account any acceleration terms) (each, an "ASSUMED OPTION" and collectively, the "ASSUMED OPTIONS") shall, on the terms and subject to the conditions set forth in this Agreement, be assumed and converted in accordance with Section 5.11. Company Options held by Persons that are ...
Effect on Capital Stock and Options. (a) Reverse Split. By virtue of the Reverse Acquisition, automatically and without any action on the part of the holder thereof: (i) each nineteen and one-half shares of Common Stock of Greenway issued and outstanding immediately prior to the Effective Time shall become and be converted into one share of common stock, (19.5:1) $0.001 par value, of Greenway Stock ("The Reverse Split Stock") prior to Closing.
Effect on Capital Stock and Options. (a) Treatment of Company Capital Stock, Company Options and Company Warrants. Upon the terms and subject to the conditions set forth herein, at the Effective Time, by virtue of the Merger and without any action on the part of any party hereto, Company Stockholder, Company Optionholder, Company Warrantholder or any other Person:
(i) Company Capital Stock. Each share of Company Capital Stock, including each Unvested Company Share held by a Company Stockholder that is issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares that are owned by the Company as treasury stock) shall be cancelled and automatically converted into the right to receive, subject to and in accordance with Section 1.4, an amount in cash, without interest, equal to the Per Share Cash Consideration. The amount of cash each Company Stockholder holding shares of Company Capital Stock is entitled to receive for such shares of Company Capital Stock shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Capital Stock held by such Company Stockholder.
Effect on Capital Stock and Options. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company, the holders of any Company Capital Stock or any shares of capital stock of Merger Sub or the holders of any Company Stock Options:
Effect on Capital Stock and Options. Subject to the terms and ----------------------------------- conditions of this Agreement, including, without limitation, the escrow provisions set forth in Article VII, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of the Company Capital Stock, Company Options or Company Restricted Stock, the following shall occur:
(a) Unless converted to Company Common Stock in accordance with the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time, each share of the Class A Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, the Company or the holder thereof, be converted into the right to receive a cash payment equal to (i) $1.00 plus (ii) the Per Share Common Merger Consideration payable as if each such share had converted into Common Stock; provided, however, that in no event shall one share of Class A Preferred Stock receive more than $10.00 per share. Any shares of Class A Preferred Stock held in the treasury of the Company shall be canceled and extinguished without any conversion thereof.
(b) Unless converted to Company Common Stock in accordance with the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time, each share of the Class B Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, the Company or the holder thereof, be converted into the right to receive a cash payment equal to (i) $4.50 plus (ii) the Per Share Common Merger Consideration payable as if each such share had converted into Common Stock; provided, however, that in no event shall one share of Class B Preferred Stock receive more than $18.00 per share. Any shares of Class B Preferred Stock held in the treasury of the Company shall be canceled and extinguished without any conversion thereof.
(c) Unless converted to Company Common Stock in accordance with the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time, each share of the Class C Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, the Company or the holder thereof, be converted into the right to receive a cash payme...
Effect on Capital Stock and Options
