Issuance of Merger Consideration. The issuance of the TCM Common Stock pursuant to the Merger has been duly authorized by all necessary corporate action and, when issued in accordance with the terms of this Agreement and the instruments pursuant to which they are issuable, such shares of TCM Common Stock will be duly authorized and validly issued, fully paid and non-assessable.
Issuance of Merger Consideration. In consideration of the issuance to Parent by the Surviving Corporation of shares of common stock of the Surviving Corporation pursuant to SECTION 2.1(a) hereof, Parent shall issue to the depositary for the Parent ADSs such number of Parent Ordinary Shares as is equal to the number of Shares outstanding immediately prior to the Effective Time multiplied by the Exchange Ratio under the Deposit Agreement to permit the issuance of Parent ADSs.
Issuance of Merger Consideration. The issuance and delivery of the Warrants and Parent Common Stock as part of the Merger Consideration in accordance with this Agreement shall be, at or prior to the Effective Time, duly authorized by all corporate action on the part of Parent, and when issued at the Effective Time as contemplated hereby, such shares of Parent Common Stock will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Parent. The Parent has reserved from its duly authorized capital the maximum number of shares of Parent Common Stock issuable pursuant to this Agreement.
Issuance of Merger Consideration. Upon surrender of a stock certificate representing shares of Company Common Stock to the Parent following the Effective Time, the holder of such shares shall be entitled to receive immediately in exchange therefore, the Merger Consideration for each share of Company Common Stock represented by such stock certificate.
Issuance of Merger Consideration. (i) Each share of the Capital Stock of the Company issued and outstanding immediately prior to the Effective Time, excluding any treasury shares and shares to be canceled pursuant to this Agreement (collectively, the "Company Shares"), shall be converted at the Effective Time, subject to the Share Combination to occur prior to the issuance of the Merger Consideration, into the right to receive 0.001919 shares (as may be adjusted from time to time based upon the actual number of fractional shares of Base Ten Common Stock repurchased by Base Ten as a result of the Share Combination; the "Exchange Ratio") of Base Ten Class A Common Stock (the "Merger Consideration"). Each certificate representing the Merger Consideration shall be stamped or otherwise imprinted with a restrictive legend indicating that the shares represented by such certificate have not been registered under the Securities Act and are not transferable unless subject to registration or an exemption therefrom, as set forth in an Opinion of Counsel acceptable to Base Ten. At the Effective Time, stockholders of the Company immediately prior to the Effective Time will own approximately 73.25% of the post merger outstanding shares of Base Ten and stockholders of Base Ten immediately prior to the Effective Time will own approximately 26.75% of the post merger outstanding shares of Base Ten, subject to the Share Combination All shares of Capital Stock of the Company owned directly or indirectly by the Company shall be canceled and retired and shall cease to exist and no capital stock of Base Ten, cash or other consideration shall be paid or delivered in exchange therefor.
Issuance of Merger Consideration. (a) As soon as practicable after the Effective Time, Stake shall cause to be issued certificates for the Merger Shares and the Warrants registered in the names of the holders of record of the NFD Shares outstanding immediately prior to the Effective Time. The certificates and warrants will include legends indicating they are "restricted securities" as that term is defined under Rule 144 adopted under the Securities Act as such Merger Consideration will be issued pursuant to exceptions for registration under the Securities Act and applicable registration requirements under state law.
Issuance of Merger Consideration. .........(i) Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury shares and shares to be canceled pursuant to this Agreement (collectively, the “Company Shares”), shall become at the Effective Time the right to receive 159,880 shares of Eos Common Stock and 10 shares of Eos Series E Junior Convertible Preferred Stock (the “Basic Exchange Ratio”); provided, however, that each Minority Shareholder may elect in writing to Eos prior to the Company meeting (which election is irrevocable), not to receive any Series E Junior Convertible Preferred Stock (the “Rejected Series E Preferred Stock”) in which event (A) the merger consideration for shares held by such electing minority shareholders will be 269,880 of Eos Common Stock for each share of Company Common Stock, and (B) each Majority Shareholder will receive, in lieu of Eos Common Stock such Majority Shareholder would have received in the absence of Rejected Series E Preferred Stock, Rejected Series E Preferred Stock pro rata based upon the record ownership of Company Common Stock (the “Adjusted Exchange Ratio”) at the rate of one share of Series E Preferred Stock for 11,000 shares of Eos Common Stock. The Basic Exchange Ratio and the Adjusted Exchange Ratio, as applicable, is referred to herein as, the “Exchange Ratio.” The aggregate shares of Eos Common Stock and Eos Series E Junior Convertible Preferred Stock issuable in the merger is referred to herein as, the “Merger Consideration.” Each certificate representing the Merger Consideration shall be stamped or otherwise imprinted with a restrictive legend indicating that the shares represented by such certificate have not been registered under the Securities Act and are not transferable unless subject to registration or an exemption therefrom, as set forth in an Opinion of Counsel acceptable to Eos. All shares of Capital Stock of the Company owned directly or indirectly by the Company shall be canceled and retired and shall cease to exist and no capital stock of Eos, cash or other consideration shall be paid or delivered in exchange therefor. In the event that Eos, effects a recapitalization of the securities constituting the Merger Consideration effective on a date prior to the Effective Time, Eos will equitably adjust the Exchange Ratio and the terms of the Series E Preferred Stock, if appropriate, so that IFS shareholders entitled to receive Merger Consideration will receive as Merge...
Issuance of Merger Consideration. (a) Promptly after the Effective Time, the Parties shall cause the holders of all Company Equity outstanding immediately prior to the Effective Time to deliver to Parent a duly completed and executed Stock Registration Form and IRS Form W-9 (or the appropriate IRS Form W-8). Upon delivery to Parent of the foregoing and such other documents as may reasonably be requested by Parent, the holder of such Company Equity shall be entitled to a stock certificate representing the shares of Parent Common Stock that such holder is entitled to receive in the Merger in accordance with the Allocation Certificate, and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.5, and until such documents are delivered, each Unit shall be deemed, from and after the Effective Time, to represent only the right to receive, upon exchange as contemplated by this Section 1.7, the shares of Parent Common Stock representing the Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock) to which the holder of the Unit is entitled to receive in the Merger.
Issuance of Merger Consideration. In consideration of the issuance to Parent by the Surviving Corporation of shares of common stock of the Surviving Corporation pursuant to Section 2.1(a) hereof and subject to Section 2.1(b), Parent shall issue to the Exchange Agent such number of Parent Shares as is equal to the number of Shares outstanding immediately prior to the Effective Time multiplied by the Exchange Fraction.
Issuance of Merger Consideration. (a) Subject to the provisions of Section 2.7, at the Effective Time, ICC shall issue and deliver, upon surrender by a Company Shareholder of one or more certificates ("Old Certificates") representing Company Common Stock for cancellation, to a holder that surrenders Old Certificates representing Company Common Stock, one or more certificates ("New Certificates"), registered in the name of such holder, for a number of shares of ICC Common Stock equal to the number of shares of ICC Common Stock into which the number of shares of Company Common Stock represented by the Old Certificates has been converted pursuant to the provisions of Section 2.7(a)(i). As soon as practicable after the Resale Registration Statement Effective Day, ICC will issue a certificate to each such holder for any additional shares required by the adjustment provided for in Section 2.7(a)(ii). If more than one stock certificate representing Company Common Stock shall be surrendered for the account of the same holder, the number of whole shares of ICC Common Stock for which such certificates shall be exchanged pursuant to this Section 2.8 shall be computed on the basis of the aggregate number of Company Common Stock evidenced by all such certificates.
