Exchange of Capital Stock. At the Effective Time, each share of common stock, $0.001 par value per share, of the Subsidiary that is issued and outstanding immediately prior to the Effective Time shall not be converted or exchanged in any manner into shares of the Surviving Corporation and shall be cancelled. Each issued and outstanding share of common stock, par value $0.001 per share of the Parent (the “Parent Common Stock”), shall not be converted or exchanged in any manner, but as of the Effective Time shall represent one share of common stock of the Surviving Corporation.
Exchange of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:
Exchange of Capital Stock. The manner and basis of exchanging shares of CCI Capital Stock shall be as follows:
(a) Except as provided in Section 3.2, each share of CCI Capital Stock which shall be outstanding immediately prior to the Effective Time shall at the Effective Time, by virtue of the Acquisition, and without any action on the part of the holder hereof, be exchanged into only the right to receive the same number and type of shares of MIOA Common Stock computed as set forth on EXHIBIT 3.1(A) (the "EXCHANGE RATIO"). The shares to be issued by MIOA with respect to the CCI Capital Stock are collectively hereinafter referred to as "ACQUISITION SHARES". The Exchange Ratio shall be subject to appropriate and proportional adjustment in the event of any stock split, stock dividend or other recapitalization of CCI Capital Stock or MIOA Capital Stock after the date hereof but prior to Closing. After the Effective Time, CCI Capital Stock shall be recognized or deemed to be issued only to MIOA and MIOA shall have all rights in respect thereof and the CCI holders shall not have any rights other than as set forth in Article 3.5.
(b) Each share of MIOA Capital Stock which shall be outstanding immediately prior to the Effective Time shall at the Effective Time remain outstanding. In no event shall the outstanding CCI Capital Stock outstanding, on a fully diluted basis, at the Effective Time exceed 8,184,993 shares of CCI Common Stock. Set forth in EXHIBIT 3.1(B) is a listing of each of the CCI Stockholders with the number of shares CCI Capital Stock owned by each Stockholder.
(c) The parties hereto acknowledge that the other party may, prior to the Closing and with the consent of the other party hereto, issue additional shares of its capital stock (and/or securities convertible into shares of its capital stock) in connection with (i) those offerings specifically identified on EXHIBIT 3.1(C) so long as the conditions with respect to each such offering contained in such Exhibit are satisfied, including but not limited to the condition that any such offering is closed no later than the date which is ten days prior to the earlier of the Special Meetings, or (ii) any offering of such issuer's securities issued as consideration for the acquisition of assets or equity interests of another entity if the securities issued in such offering have an aggregate fair market value of less than $0.00 (each, a "Permitted Equity Financing"), provided, that in either case, such offering must be made in complia...
Exchange of Capital Stock. The number of shares of Alon Energy Common Stock to be issued in respect of each share of Company Capital Stock being exchanged will be equal to 187.06.
Exchange of Capital Stock. 6 3.4 No Further Ownership Rights in Purchaser Securities ............... 6 3.5
Exchange of Capital Stock. 3.3.1 Immediately following the acquisition of the Holdings Securities by Purchaser, at the Closing, the Company shall acquire from Purchaser all of the Purchaser Securities and Holdings Securities in exchange for one million (1,000,000) shares of Series C Preferred, which shall thereupon be fully paid and non-assessable.
3.3.2 In connection with the foregoing, and as an inducement to, and in further consideration of, Purchaser's entering into this Agreement Holdings shall enter into the Principal Stockholders Agreement.
Exchange of Capital Stock. TRANSFER OF ACQUIRED ENTITY'S CAPITAL STOCK
1.01. Subject to the terms and conditions of this Agreement, Seller will transfer and deliver to Star on the Closing Date an assignment of all of its interests in the BV Stock and BV Debt and a stock power and any notes or other evidences of indebtedness relating to BV Debt, properly endorsed in favor of Star.
Exchange of Capital Stock. Sellers shall have delivered and transferred to the Acquiror the Shares of Capital Stock in exchange for the Purchase Price at Closing as specified in Section 2.1.
Exchange of Capital Stock. At the Closing:
Exchange of Capital Stock. At the Effective Time, all of the 200 issued and outstanding shares of common stock, no par value per share, of Parent shall automatically, and without any actions of any parties or shareholders, be converted into 1,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”) of the Surviving Corporation, and each shareholder of Parent that immediately prior to the Effective Date held 100 issued and outstanding shares of common stock, no par value, of Parent, shall automatically receive 500,000 shares of Common Stock of the Surviving Corporation. One outstanding share of Common Stock of the Surviving Corporation issued to Parent prior to the Effective Time shall be automatically canceled and returned to treasury of the Surviving Corporation without any consideration.
