Effects of the Share Exchange. At and after the Exchange Effective Time, the Share Exchange shall have the effects set forth in the VSCA and the separate corporate existence of each of Company Virginia Sub and Parent shall continue and all shares of Company Virginia Sub Common Stock issued and outstanding shall, by virtue of the Share Exchange, continue to be issued and outstanding shares and shall be owned and held by Parent, and Company Virginia Sub shall deliver the Company Virginia Exchange Certificate evidencing such shares to a transfer agent theretofore selected by Parent and reasonably acceptable to the Company (the “Transfer Agent”) pursuant to an agreement between Company Virginia Sub, Parent and the Transfer Agent obligating the Transfer Agent, immediately upon receipt of the Company Virginia Exchange Certificate, to certify to Parent that it has received such Company Virginia Exchange Certificate on behalf and for the benefit of Parent and that Parent is the beneficial and record owner of such shares and that no other shares of capital stock of Company Virginia Sub are outstanding. The Parent Board shall thereupon execute the decision taken by the Extraordinary General Meeting of Parent to increase the share capital of Parent in accordance with Articles 153(a) and 155 of the SCL, against a contribution in kind (Aumento con aportaciones no dinerarias), and shall register such action pursuant to the Deed of Capital Increase (the “Deed of Capital Increase”) granted before a Spanish Notary with the Commercial Registry (Registro Mercantil) of the Province of Vizcaya (the “Commercial Registry”). Pursuant to the Share Exchange, the Deed of Capital Increase (as registered with the relevant Commercial Registry) shall be delivered to the Spanish Settlement and Clearing System, for the new shares to be listed and registered in the name of the Depositary (as defined below), for the account of Company Virginia Sub Common Stock holders, and to any required stock exchanges for the admission authorization of Parent Ordinary Shares to be listed.
Effects of the Share Exchange. The Share Exchange shall have the effects set forth in the CRS and the WRS. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers of E-RENTER shall vest in the Acquiring Corporation, and E-RENTER shall remain a wholly owned subsidiary of HAIDA GWAI.
Effects of the Share Exchange. Section E.5.
Effects of the Share Exchange. Upon completion of delivery of consents and shares described in Section 1.1:
(a) PETLIFE shall be a wholly owned subsidiary of the Company;
(b) PETLIFE Shareholders and their designees shall hold 40,000,000 shares of the Company Common Stock, which shall constitute not less than eighty percent (80%) of the issued and outstanding stock of the Company, to be distributed among PETLIFE Shareholder as set forth in Schedule 1.1;
(c) the certificate of incorporation of the Company shall be amended to effect the name change to PETLIFE Inc.;
(d) the directors of PETLIFE immediately prior to the Closing Date shall remain the directors and officers of the PETLIFE, to hold office until their respective death, permanent disability, resignation or removal or until their respective successors are duly elected and qualified, all in accordance with the certificate of incorporation and Bylaws of the Company and applicable Law;
(e) The Board of Directors of the Company shall be increased by appropriate action to accommodate additional directors; and
(f) The directors of PETLIFE shall be appointed to the Board of Directors of the Company and, upon such appointment, shall constitute the majority of the Board.
Effects of the Share Exchange. The Share Exchange shall have the effects set forth herein and in the applicable provisions of the MBCA.
Effects of the Share Exchange. The Share Exchange shall have the effects set forth in the NYBL.
Effects of the Share Exchange. At the Effective Date, State National BHC shall become the owner of all of the issued and outstanding shares of Mercantile Bank Stock, and Mercantile Bank shall become a wholly-owned subsidiary of State National BHC, all without any further action on the part of Mercantile Bank, State National BHC or any of their respective shareholders. As of the Effective Date, holders of Mercantile Bank Stock shall have no further rights in their shares of Mercantile Bank Stock, which shall be converted automatically into the right to receive the consideration set forth in Section 1.05 of this Agreement. The Share Exchange shall have the additional effects provided by Article 5.06 of the TBCA and other applicable law.
Effects of the Share Exchange. At and after the Exchange Effective Time, the Share Exchange shall have the effects set forth in the VSCA. The Share Exchange shall be effected in accordance with Articles 153(a) and 155 of the SCL by the Terra Board's execution of the approval of the shareholders of Terra to increase the share capital of Terra against a contribution in kind (Aumento con aportaciones no dinerarias) and shall be registered pursuant to the Deed of Capital Increase with the Commercial Registry (Registro Mercantil) for the Province of Madrid (the "Commercial Registry"). The Deed of Capital Increase shall be delivered to the Settlement and Clearing System, for the new shares to be registered in the name of the Depositary (as defined below), and to the Spanish Stock Exchange, for the admission authorization of the Terra Shares to be listed.
Effects of the Share Exchange. In accordance with Article 5.06 of the Texas BCA (or any successor provisions thereof) at the Effective Time, all of the outstanding shares of Ferex Common Stock shall be deemed to have been exchanged to Exchange Sub for the consideration provided in this Agreement and the former holders of Ferex Common Stock shall be entitled solely to the consideration therefor provided in this Agreement or to their rights referenced in Section 2.8.
Effects of the Share Exchange. The Share Exchange shall have the effects set forth in the FBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers of GALA shall vest in the Acquiring Corporation, and GALA shall remain a wholly owned subsidiary of XPDN.
