EFFECTS OF THE MERGER ON THE CAPITAL Sample Clauses

EFFECTS OF THE MERGER ON THE CAPITAL. STOCK 16 3.1 Conversion of Shares of Company Stock, Options and Warrants 16 3.2 Payment and Exchange of Certificates 17 3.3 Estimated Closing Statement 18 3.4 Adjustment Amount 18 3.5 Holder Allocable Expenses 21 3.6 Outstanding Company Expenses 21 3.7 Repayment of Funded Debt 22 3.8 Exchange Agent 22 3.9 Lost Certificate 22 3.10 Dissenting Shares 23 3.11 Withholding 23 3.12 RWI Policy 23 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 24 4.1 Organization 24 4.2 Subsidiaries 24 4.3 Due Authorization 25 4.4 No Conflict 25 4.5 Governmental Authorities; Consents 25 4.6 Capitalization 25 4.7 Financial Statements 26 4.8 Undisclosed Liabilities 26 4.9 Litigation and Proceedings 27 4.10 Compliance with Laws 27 4.11 Contracts; No Defaults 27 4.12 Company Benefit Plans 30 4.13 Employee and Labor Matters 31 4.14 Taxes 32 4.15 Brokers' Fees 34 4.16 Insurance 34 4.17 Real Property; Assets 35 4.18 Environmental Matters 36 4.19 Absence of Changes 37 4.20 Affiliate Agreements 37 4.21 Intellectual Property 37 4.22 Permits 38 4.23 Customers and Vendors 38 4.24 Title to Assets; Condition and Sufficiency of Assets 39 4.25 Inventory 39 4.26 Accounts Receivable 39 4.27 Books and Records 40 4.28 Prohibited Payments 40 4.29 No Other Representations 40 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB 40 5.1 Organization 40 5.2 Due Authorization 41 5.3 No Conflicts 41 5.4 Litigation and Proceedings 41 5.5 Governmental Authorities; Consents 42 5.6 Financial Ability 42 5.7 Brokers' Fees 42 5.8 Solvency; Surviving Corporation After the Merger 42 ARTICLE VI. COVENANTS OF THE COMPANY 43 6.1 Conduct of Business 43 6.2 Inspection 45 6.3 HSR Act and Regulatory Approvals 45 6.4 Termination of Certain Agreements 45 6.5 Company Stockholder Approval; Appraisal Rights 45 6.6 Company Real Property Certificate 46 ARTICLE VII. CONVENANTS OF ACQUIROR 46 7.1 HSR Act and Regulatory Approvals 46 7.2 Indemnification and Insurance 47 7.3 Post-Closing Access; Preservation of Materials 48 7.4 Special Property Tax Matter 49 ARTICLE VIII. JOINT COVENANTS 49 8.1 Support of Transaction 49 -ii- 8.2 Escrow Agreement 50 8.3 Tax Matters 50 ARTICLE IX. CONDITIONS TO OBLIGATIONS 52 9.1 Conditions to Obligations of Acquiror, Merger Sub and the Company 52 9.2 Conditions to Obligations of Acquiror and Merger Sub 52 9.3 Conditions to the Obligations of the Company 53 9.4 Satisfaction of Conditions 54 ARTICLE X. TERMINATION/EFFECTIVENESS 54 10.1 Termination 54 102 Effect of Termination 55 ...
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EFFECTS OF THE MERGER ON THE CAPITAL. STOCK AND EQUITY AWARDS
Sample 1

Related to EFFECTS OF THE MERGER ON THE CAPITAL

  • Effects of the Merger The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

  • Effects of the Mergers The Mergers shall have the effects set forth in this Agreement and the applicable provisions of the DGCL.

  • Effect of the Merger on Capital Stock At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holder of any capital stock of Parent, Merger Sub or the Company:

  • Certain Effects of the Merger At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation Law, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation Law, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of Indiana, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

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

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

  • Consolidation, Merger, etc In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Effect of Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable:

  • Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

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