Effect on Common Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Seller Common Stock:
Effect on Common Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Adaptive Common Stock or of any shares of Merger Sub Common Stock (as defined below):
Effect on Common Stock. At the Effective Time, the stockholders of CSA will receive the number of shares of common stock of CSI reflected on Exhibit C in exchange for all of their shares of common stock of CSA, which shares of common stock shall comprise all of the issued and outstanding shares of common stock of CSA. All certificates representing shares of common stock of CSI issued in the Merger shall bear legends as deemed appropriate by CSI, including but not limited to a restrictive legend specifying that the shares of common stock of CSI represented by such certificate are held by an affiliate of CSI (or, in the absence of such a legend, an appropriate notation shall be made in the records of CSI and/or appropriate stop-transfer instructions shall be issued to the transfer agent).
Effect on Common Stock. As of the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders of the MamaMancini’s Shares:
Effect on Common Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of any of the Purchaser, Merger Sub, the Company or any Stockholder:
(a) Subject to the other provisions of this Section 2.5, each share of Common Stock (other than the Canceled Shares) issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive, upon the surrender of the Certificate formerly representing such share of Common Stock, an amount equal to the Estimated Per Share Merger Consideration, and each such share of Common Stock shall no longer be outstanding and shall be canceled and shall cease to exist, and each holder of such Certificate, which immediately prior to the Effective Time represents any such share of Common Stock, shall cease to have any rights with respect thereto, except (A) the right to receive the Estimated Per Share Merger Consideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.6, without interest, and (B) the contingent right to receive that portion of each Stockholder’s Pro Rata Percentage attributable to such shares of Common Stock of the amount, if any, of (1) the Final Surplus pursuant to Section 3.6(g), (2) the Adjustment Escrow Fund released to the Stockholders in accordance with the terms of the Escrow Agreement, (3) the Stockholder Representative Reserve when and if released in accordance with Section 10.15(d), and (4) refunds of Pre-Closing Taxes that are payable to the Stockholder Representative on behalf of the Stockholders pursuant to and in accordance with Section 6.7(f).
(b) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger, be converted into one fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation, and such share of common stock of the Surviving Corporation issued upon such conversion shall constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time and shall be held entirely by the Purchaser.
(c) Each share of Common Stock that is owned by the Company or any Subsidiary (as treasury or otherwise), or by the Purchaser or any subsidiary of the Purchaser, including Merger Sub, immediately prior to the Effective Time (collectively, the “Canceled Shares”) shall be canceled and shall cease to exist, and no...
Effect on Common Stock. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall thereafter represent only the right to receive the Merger Consideration and any other amounts as provided in Section 2.2, in each case without interest, subject to compliance with the procedures for surrender of such Shares as set forth in Section 2.2.
Effect on Common Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of Acquisition, Industrial Scientific or the holders of any shares of Common Stock, par value $.01 per share, of Industrial Scientific (the "Industrial Scientific Common Stock"):
(a) Common Stock of Acquisition. Each share of Common Stock, par value $.01 per share, of Acquisition (the "Acquisition Common Stock"), which is issued and outstanding immediately prior to the Effective Time, shall be converted into and become one share of Common Stock, par value $.01 per share, of the Surviving Corporation.
Effect on Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”):
(a) any Shares then held by the Company, any wholly-owned Subsidiary of the Company, Parent, Merger Sub or any entity of which Merger Sub is a direct or indirect wholly-owned Subsidiary shall be cancelled and retired and no cash or other consideration shall be delivered in exchange therefor (the “Cancelled Shares”); and
(b) each share of Common Stock outstanding immediately prior to the Effective Time (other than Dissenting Shares or Cancelled Shares) shall be cancelled and converted into the right to receive $11.00 in cash, without interest (the “Merger Consideration”).
Effect on Common Stock. As of the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (except for shares held in the Company's treasury) shall be cancelled and converted into the right to receive the corresponding portion of the Merger Consideration in accordance with Schedule 2.5 hereof, if any, without interest (except for any portion thereof included in the Escrow Fund).
Effect on Common Stock. As of the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the Shareholders:
