Effects on Capital Stock Sample Clauses

Effects on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Parent, the Company or the holders of any of the following securities, the following shall occur: (a) Each share of capital stock of the Company (the “Company Capital Stock”) that is owned by the Company, Parent, Merger Sub or any of their respective Subsidiaries shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefore. (b) Each issued and outstanding share of Company Capital Stock (other than shares to be canceled in accordance with Section 1.4(a) and Dissenting Shares (as defined in Section 1.7(a)) shall be converted into the right to receive the consideration specified and allocated in this Section 1.4 (the “Merger Consideration”). As of the Effective Time, all such shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Capital Stock (the “Certificates”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as allocated in this Section 1.4 upon surrender of such Certificate in accordance with Section 1.5. (i) Upon the Closing, Parent shall issue and/or deliver to the Exchange Agent (as defined in Section 1.5), in the aggregate, on account of all shares of Company Capital Stock outstanding immediately prior to the Closing (other than shares to be cancelled in accordance with Section 1.4(a) and Dissenting Shares) and all rights (including options (other than options assumed pursuant to Section 4.14) and warrants) to acquire shares of Company Capital Stock outstanding immediately prior to the Closing (A) $130,000,000 in cash, minus an amount equal to 40% of any Excess Transaction Expenses (as defined in Section 4.16) (the “Cash Consideration”); and (B) a number of shares of Class A common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”) equal to (1) $195,000,000, minus an amount equal to 60% of Excess Transaction Expenses divided by (2) the Parent Common Stock Price, with cash in lieu of fractional interests in accordance with Section 1.6, as applicable (the “Stock Consideration”). The “Parent Common Stock Price” shall mean the Average Parent Trading Price; provided, however, that (1) if the Average Parent Trading Price is less than $31.312, then the Parent ...
Sample 1Sample 2See All (10)
AutoNDA by SimpleDocs
Effects 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 holders of any membership interest in the Company or any capital stock of Merger Sub:
Sample 1Sample 2Sample 3See All (5)
Effects on Capital Stock. As of the Effective Time, by virtue of ------------------------ the Merger and without any action on the part of Merger Sub, OSI or the holders of any of the securities of Merger Sub or OSI:
Sample 1Sample 2
Effects on Capital Stock. Subject to the other provisions of this Agreement, at and after the Effective Time: (a) Each share of the common stock, no par value, of Bancorp (“Bancorp Common Stock”) issued and outstanding immediately prior to the Effective Time will remain an issued and outstanding share of common stock of Bancorp. (b) Each share of the common stock, no par value, of WCB (“WCB Common Stock”) issued and outstanding immediately prior to the Effective Time will remain an issued and outstanding share of common stock of the Surviving Bank. (c) Except as set forth in Article II of this Agreement with respect to Dissenting Shares and Treasury Shares (each as defined therein), each share of the common stock, no par value per share, of Mid-Valley (“Mid-Valley Common Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive either Bancorp Common Stock or cash, or a combination of Bancorp Common Stock and cash, as provided in Article II of this Agreement.
Sample 1
Effects on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of SoftNet or Target or the holders of any of the following securities, the following shall occur: 2.3.1 All of the issued and outstanding share of Target’s capital stock shall be converted into the right to receive, on the Merger Date, the consideration specified and allocated in this Section 2.3.1 (the “Merger Consideration”). As of the Merger Date, the Target’s capital stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and Xxxxxxxxx as the holder of all of the certificates formerly representing any such shares of Target capital stock (the “Certificates”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as allocated in this Section 2.3.1 upon surrender of such Certificate. On the Closing Date, Xxxxxxxxx shall receive the sum of $50,000 cash and in addition, on the Closing Date, SoftNet shall pay by wire transfer to Xxxxxxxx, Xxxxxxx & Xxxxx PLLC trust account the aggregate of the sums listed for payment in Schedule A. In addition, within five business days of the Closing Date, SoftNet shall issue or deliver, in the aggregate, on account of the aggregate Target Common Stock outstanding immediately prior to the Effective Time (i) that number of shares of the common stock of SoftNet, no par value per share (the “SoftNet Common Stock”), equal to $575,000.00, calculated by dividing $575,000.00 by the average closing price for the five trading days immediately prior to the Closing Date.
Sample 1
Effects on Capital Stock. The maximum number of shares of Parent Common Stock to be issued in consideration of all shares of Company Capital Stock which are issued and outstanding immediately prior to the Effective Time and all vested and unvested Company Options (whether or not exercisable) which are then outstanding shall not exceed 10,927,869 shares of Parent Common Stock (the "Merger Consideration"). No adjustment shall be made in the number of shares of Parent Common Stock issued in the First Step Merger as a result of any consideration (in any form whatsoever) received by the Company from the date hereof to the Effective Time as a result of any exercise, conversion or exchange of Company Options. On the terms and subject to the conditions of this Agreement, by virtue of the First Step Merger and without any action on the part of Parent, Merger Sub I, the Company or any of their respective securityholders, at the Effective Time: (a) Each share of capital stock of the Company (the "Company Capital Stock") issued and outstanding immediately prior to the Effective Time that is owned by the Company, Merger Sub I, Parent or any of their respective Subsidiaries shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. (b) Each share of common stock of Merger Sub I (the "Merger Sub I Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of the common stock of the Interim Surviving Corporation. Each stock certificate evidencing ownership of Merger Sub I Common Stock shall evidence ownership of shares of common stock of the Interim Surviving Corporation. Each share of common stock of the Interim Surviving Corporation (the "Interim Surviving Corporation Common Stock") issued and outstanding immediately prior to the effective time of the Second Step Merger shall be converted into and exchanged for one unit of membership interests in the Final Surviving Entity. Each stock certificate evidencing ownership of Interim Surviving Corporation Common Stock shall evidence ownership of units of membership interests in the Final Surviving Entity. (c) Each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 1.4(a) and Dissenting Shares) shall be converted into the right to receive a portion of the Merger Consideration, as...
Sample 1
Effects on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Mercury or Systinet, or any holder of shares of capital stock of Systinet (the “Systinet Capital Stock”) or any shares of capital stock of Merger Sub, the following shall occur: (a) Each share of Systinet Capital Stock that is owned by Systinet, Mercury, Merger Sub or any of their respective Subsidiaries shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. (b) Each share of Common Stock of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of Merger Sub Common Stock shall evidence ownership of shares of common stock of the Surviving Corporation. (c) Each issued and outstanding share of Systinet Capital Stock (other than shares to be canceled in accordance with Section 1.4(a) and Dissenting Shares (as defined in Section 1.7(a))) shall be converted into the right to receive the Merger Consideration (as defined in Section 1.4(d)) as specified and allocated in this Section 1.4. As of the Effective Time, all such shares of Systinet Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate formerly representing any such shares of Systinet Capital Stock (the “Certificates”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as allocated in this Section 1.4 upon surrender of such Certificate in accordance with Section 1.5 or, with respect to Dissenting Shares, the rights set forth in Section 1.7 and the DGCL.
Sample 1
AutoNDA by SimpleDocs
Effects on Capital Stock. 2.1 As of the Effective Time, by virtue of the Merger and without any action on the part of the stockholder or the board of directors of the Delaware Corporation, or any shareholder or the board of directors of the Colorado Corporation, (a) each share of Common Stock, $.001 par value per share, of the Colorado Corporation, issued and outstanding immediately prior to the Effective Time shall cease to exist and shall be converted into the right to receive one share of Common Stock, par value $0.0001 per share, of the Surviving Corporation (b) each share of Entropin Series A Preferred Stock of the Colorado Corporation (other than Dissenting Shares) shall cease to exist and shall be converted into the right to receive one share of Series A Preferred Stock, par value $0.0001 per share, of the Delaware Corporation, and (c) each share of Entropin Series B Preferred Stock of the Colorado Corporation (other than Dissenting Shares) shall cease to exist and shall be converted into the right to receive one share of Series B Preferred Stock, par value $0.0001 per share, of the Delaware corporation. 2.2 At the Effective Time, the Delaware Corporation shall assume all stock incentive plans of the Colorado Corporation and all then outstanding options issued thereunder and all other then outstanding rights to acquire shares of capital stock of the Colorado Corporation. 2.3 Notwithstanding anything in this Agreement to the contrary and unless provided for by applicable Law, the shares of capital stock of the Colorado Corporation as to which the holder has perfected (and not lost) the right to appraisal under Section 0-000-000 of the CBCA (the "Dissenting Shares") shall not be converted into the right to receive the applicable shares of capital stock of the Delaware Corporation with respect thereto, unless and until such shareholders shall have failed to perfect their right of appraisal under applicable law, but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with Section 7-113 of the CBCA. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, each share of capital stock of the Colorado Corporation held by such shareholder shall thereupon be deemed to have been converted into the right to receive and become exchangeable for, at the Effective Time, the applicable shares of capital stock of the Delaware Corporation with respect thereto, in th...
Sample 1
Effects on Capital Stock 
Sample 1Sample 2Sample 3See All (7)

Related to Effects on Capital Stock

  • 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:

  • 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:

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Dividends; Changes in Capital Stock Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its subsidiaries;

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

  • Effect of Merger on Capital Stock (a) The aggregate maximum consideration (the “Merger Consideration”) to be paid in exchange for the acquisition by Parent and Merger Sub of all outstanding Company Stock and all outstanding unexpired and unexercised options that have vested prior to Closing or that will vest in connection with Closing, warrants or other rights to acquire or receive any vested Company Stock, if any, and for the other covenants of the Company provided in this Agreement shall be, subject to adjustment as provided herein, an amount equal to (i) the Closing Amount, plus (ii) the Initial Order Cash Consideration (if any), plus (iii) the Performance Amount (if any), plus (iv) such portion of the Escrow Amount (if any) actually distributed to the Participating Holders pursuant to the terms herein, plus (v) the Post-Closing Adjustment (if any) payable to the Participating Holders pursuant to the terms herein. For the avoidance of doubt and notwithstanding anything herein to the contrary, the Payments Administrator shall not be responsible for processing any payments to be made at Closing, including without limitation the Closing Amount, but shall only be responsible for processing the post-closing payments expressly ascribed to it hereunder (which in no event shall include any amounts subject to wage or payroll tax withholding). (b) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder of any shares of Company Stock or Merger Sub Common Stock, each share of Company Stock (excluding any Restricted Shares to be exchanged pursuant to Section 1.9(c)) issued and outstanding immediately prior to the Effective Time shall automatically cease to be outstanding and shall be canceled and retired and shall cease to exist and will be converted automatically following the surrender of the certificate representing such shares of Company Stock in the manner provided in Section 1.14, into the right to receive, that portion, if any, of the Merger Consideration, without interest, as set forth below: (i) each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Series A Preferred Stock to be canceled pursuant to Section 1.6(b)(iii) and any Dissenting Shares as defined in and to the extent provided in Section 1.15) shall be canceled and converted automatically into the right to receive (A) an amount in cash, without interest, equal to the Series A Per Share Closing Amount, plus (B) the contingent right to receive, in accordance with Section 1.7 hereof, an amount equal to the Pro Rata Initial Order Cash Consideration (if any), plus (C) the contingent right to receive, in accordance with Section 1.8 hereof, an amount equal to the Pro Rata Performance Amount (if any), plus (D) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) any proceeds or distributions of the Escrow Amount (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein), plus (E) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) the Post-Closing Adjustment (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein); provided, however, that, notwithstanding anything in this Agreement to the contrary, upon allocation of Merger Consideration (including, for the avoidance of doubt, the Pro Rata Share of the Escrow Amount and Post-Closing Adjustment, as applicable, initially allocable to each share of Series A Preferred Stock, whether or not actually distributed to the Participating Holders) in the aggregate equal to $21.00 per share of Series A Preferred Stock, no holder of shares of Series A Preferred Stock may receive any further distributions of Merger Consideration in respect of such shares; provided, further, that any funds that remain undistributed following application of the immediately preceding proviso (the “Series A Overflow Funds” and together with the Warrant Overflow Funds, the “Overflow Funds”) shall be distributed in accordance with Section 1.6(b)(ii) below. (ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock to be canceled pursuant to Section 1.6(b)(iii) and any Dissenting Shares as defined in and to the extent provided in Section 1.16) shall be canceled and converted automatically into the right to receive: (A) an amount in cash, without interest, equal to the Common Per Share Closing Amount, plus (B) the contingent right to receive, in accordance with Section 1.7 hereof, an amount equal to the Pro Rata Initial Order Cash Consideration (if any), plus (C) the contingent right to receive, in accordance with Section 1.8 hereof, an amount equal to the Pro Rata Performance Amount (if any), plus (D) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) any proceeds or distributions of the Escrow Amount (if, when and to the extent distributed to the Stockholders pursuant to the terms herein), plus (E) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) the Post-Closing Adjustment (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein), plus (F) an amount in cash, without interest, equal to the product of (x) the Capped Pro Rata Share multiplied by (y) the amount of the Overflow Funds; (iii) each share of Company Stock, if any, held by the Company as treasury stock immediately prior to the Effective Time, shall be canceled and extinguished without any conversion thereof, and no payment or distribution shall be made with respect thereto; (iv) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation, and all of such shares, as converted, shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation; and (v) each share certificate of Merger Sub evidencing ownership of any shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation; and (vi) each share of Company Stock converted pursuant to clauses (i) and (ii) of this Section 1.6(b) shall automatically cease to be outstanding and shall be canceled and retired and shall cease to exist and each holder of a certificate representing any such share of Company Stock shall cease to have any rights with respect thereto, except the right to receive such holder’s respective portion of the Merger Consideration and all payments pursuant to this Section 1.6 shall be made in accordance with the Certificate of Incorporation.

  • Capital Stock The authorized capital stock of the Company consists solely of 50,000,000 shares of common stock, par value $0.01 per share ("Company Common Stock"), and 25,000,000 shares of preferred stock, par value $0.01 per share ("Company Preferred Stock"). As of July 10, 2002, 15,316,062 shares (including restricted stock issued to employees of the Company but which shares have not been issued in certificated form) of Company Common Stock were issued and outstanding; no shares were held in the treasury of the Company. Since such date, there has been no change in the number of issued and outstanding shares of Company Common Stock or shares of Company Common Stock held in treasury and 413,398 and 775,644 shares were reserved for issuance under the Company's 1993 Stock Option Plan and Parallel Non-Qualified Savings Plan, respectively. As of the date hereof, no shares of Company Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance (including the shares of New Preferred Stock issuable in the Offer and the shares of Company Common Stock issuable on conversion thereof) will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except pursuant to this Agreement and the Company Rights Agreement, and except as disclosed in the Disclosure Schedule (as defined in Section 8.11), there are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, "Options"), obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of the Company or to grant, extend or enter into any Option with respect thereto or "phantom" stock rights or otherwise provide any payment or compensation based on "phantom" stock or measured by the value of the Company's stock, assets, revenues or other similar measure.

  • Stock Splits, Combinations and Dividends If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

  • Changes in Capital Stock If, and as often as, there is any change in the capital stock of the Company by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue as so changed.

  • TRANSACTIONS IN CAPITAL STOCK Except as set forth on Schedule 5.4, the COMPANY has not acquired any COMPANY Stock since January l, 1995. Except as set forth on Schedule 5.4, (i) no option, warrant, call, conversion right or commitment of any kind exists which obligates the COMPANY to issue any of its capital stock; (ii) the COMPANY has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interests therein or to pay any dividend or make any distribution in respect thereof; and (iii) neither the voting stock structure of the COMPANY nor the relative ownership of shares among any of its respective stockholders has been altered or changed in contemplation of the Merger and/or the VPI Plan of Organization. Schedule 5.4 also includes complete and accurate copies of all stock option or stock purchase plans, including a list of all outstanding options, warrants or other rights to acquire shares of the COMPANY's stock and the material terms of such outstanding options, warrants or other rights.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!