Effect on Capital Stock and Related Purchase Rights Sample Clauses

Effect on Capital Stock and Related Purchase Rights. At the Effective Time: (a) Each then issued and outstanding share of Xxxxxx Holdings Common Stock (together with the associated Xxxxxx Holdings Purchase Rights) held by Xxxxxx Software will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled without conversion or issuance of any shares of stock of the Surviving Corporation with respect thereto. (b) Each then issued and outstanding share or fraction of a share, of Xxxxxx Software Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share or equal fraction of a share of Xxxxxx Holdings Common Stock, which shall have the same designations, rights, powers and preferences and the same qualifications, limitations and restrictions as a share of Xxxxxx Software Common Stock immediately prior to the Effective Time. (c) Each Xxxxxx Software Purchase Right or fraction of a Xxxxxx Software Purchase Right will, by virtue of the Merger and without any action on the part of the holder thereof, be exchanged for a Xxxxxx Holdings Purchase Right or equal fraction of a Xxxxxx Holdings Purchase Right, which shall have the same designations, rights, powers and preferences and the same qualifications, limitations and restrictions as a Xxxxxx Software Purchase Right immediately prior to the Effective Time. (d) Each then issued and outstanding share of Merger Sub Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share of common stock of the Surviving Corporation.
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Effect on Capital Stock and Related Purchase Rights. At the Effective Time: (a) Each then issued and outstanding share of New M-Flex Common Stock held by M-Flex will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled without conversion or issuance of any shares of stock of the Surviving Corporation with respect thereto. (b) Each then issued and outstanding share or fraction of a share, of M-Flex Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share or equal fraction of a share of New M-Flex Common Stock, which shall have the same designations, rights, powers and preferences and the same qualifications, limitations and restrictions as a share of M-Flex Common Stock immediately prior to the Effective Time. (c) Each then issued and outstanding share of Merger Sub Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share of common stock of the Surviving Corporation.
Effect on Capital Stock and Related Purchase Rights. At the Effective Time: (a) Each then issued and outstanding share of Lxxxxx Holdings Common Stock (together with the associated Lxxxxx Holdings Purchase Rights) held by Lxxxxx Software will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled without conversion or issuance of any shares of stock of the Surviving Corporation with respect thereto. (b) Each then issued and outstanding share or fraction of a share, of Lxxxxx Software Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share or equal fraction of a share of Lxxxxx Holdings Common Stock, which shall have the same designations, rights, powers and preferences and the same qualifications, limitations and restrictions as a share of Lxxxxx Software Common Stock immediately prior to the Effective Time. (c) Each Lxxxxx Software Purchase Right or fraction of a Lxxxxx Software Purchase Right will, by virtue of the Merger and without any action on the part of the holder thereof, be exchanged for a Lxxxxx Holdings Purchase Right or equal fraction of a Lxxxxx Holdings Purchase Right, which shall have the same designations, rights, powers and preferences and the same qualifications, limitations and restrictions as a Lxxxxx Software Purchase Right immediately prior to the Effective Time. (d) Each then issued and outstanding share of Merger Sub Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share of common stock of the Surviving Corporation.
Effect on Capital Stock and Related Purchase Rights. At the Effective Time: 3.1. Each then issued and outstanding share of HoldingCo Common Stock (together with the associated HoldingCo Purchase Rights) held by IDCC will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled without conversion or issuance of any shares of stock of the Surviving Corporation with respect thereto. 3.2. Each then issued and outstanding share or fraction of a share, (including those shares formerly held in treasury by IDCC and contributed to HoldingCo prior to the Merger), of IDCC Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share or equal fraction of a share of HoldingCo Common Stock, which shall have the same designations, rights, powers and preferences and the same qualifications, limitations and restrictions as a share of IDCC Common Stock immediately prior to the Effective Time. 3.3. Each share or fraction of HoldingCo Common Stock issued upon conversion of IDCC Common Stock pursuant to Section 3.2 will have attached a HoldingCo Purchase Right or equal fraction of a HoldingCo Purchase Right, by virtue of HoldingCo’s status as successor to IDCC under the IDCC Rights Plan. 3.4. Each then issued and outstanding share of Merger Sub Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share of common stock of the Surviving Corporation.
Effect on Capital Stock and Related Purchase Rights. At the Effective Time: 3.1. Each then issued and outstanding share of Crown Holdings Common Stock (together with the associated Crown Holdings Purchase Rights) held by CCK will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled without conversion or issuance of any shares of stock of the Surviving Corporation with respect thereto. 3.2. Each then issued and outstanding share or fraction of a share, (including those shares formerly held in treasury by CCK and contributed to Crown Holdings prior to the Merger), of CCK Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share or equal fraction of a share of Crown Holdings Common Stock, which shall have the same designations, rights, powers and preferences and the same qualifications, limitations and restrictions as a share of CCK Common Stock immediately prior to the Effective Time. 3.3. Each CCK Purchase Right or fraction of a CCK Purchase Right will, by virtue of the Merger and without any action on the part of the holder thereof, be exchanged for a Crown Holdings Purchase Right or equal fraction of a Crown Holdings Purchase Right. 3.4. Each then issued and outstanding share of Merger Sub Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share of common stock of the Surviving Corporation.
Effect on Capital Stock and Related Purchase Rights. At the Effective Time: 3.1. Each then issued and outstanding share of TopCo Common Stock held by InterDigital will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled without conversion or issuance of any shares of stock of the Surviving Corporation with respect thereto. 3.2. Each then issued and outstanding share or fraction of a share, (including those shares formerly held in treasury by InterDigital and contributed to TopCo prior to the Merger), of InterDigital Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share or equal fraction of a share of TopCo Common Stock, which shall have the same designations, rights, powers and preferences and the same qualifications, limitations and restrictions as a share of InterDigital Common Stock immediately prior to the Effective Time. 3.3. Each then issued and outstanding share of Merger Sub Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share of common stock of the Surviving Corporation.

Related to Effect on Capital Stock and Related Purchase Rights

  • Effect on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Repurchase Rights If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

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

  • 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 on Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

  • Treatment of Stock Dividends, Stock Splits, etc In case the Company at any time or from time to time after the date hereof shall declare or pay any dividend on the Common Stock payable in Common Stock, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock), then, and in each such case, Additional Shares of Common Stock shall be deemed to have been issued (a) in the case of any such dividend, immediately after the close of business on the record date for the determination of holders of any class of securities entitled to receive such dividend, or (b) in the case of any such subdivision, at the close of business on the day immediately prior to the day upon which such corporate action becomes effective.

  • Dividends; Rights as Stockholder Cash dividends on shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares.

  • No Creation of a Partnership or Exclusive Purchase Right Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint venture or other entity. No Note Holder shall have any obligation whatsoever to offer to any other Note Holder the opportunity to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder chooses to offer to any other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder a participation interest in any future loans originated by such Note Holder or its Affiliates.

  • No Rights as Stockholder Until Exercise; No Settlement in Cash This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

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