Common use of Manner and Basis of Converting Equity Clause in Contracts

Manner and Basis of Converting Equity. At the Effective Time: (a) By virtue of the Merger and without any action on the part of the shareholders of the Company, all of the shares of Acquisition Stock outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such proportionate number of NDI Shares, so that at the Effective Time, the Company shall be the holder of all of the issued and outstanding NDI Shares; and (b) All of the NDI Shares issued and outstanding immediately prior to the Effective time shall be converted into the right to receive: Twenty-Seven Million Five Hundred Thousand (27,500,000) newly-issued shares of Common Stock of the Company (the "Merger Shares"). (c) From and after the Effective Time, all such NDI Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of NDI Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares therefor (as set forth in Section 1.6(b), above) upon the surrender of such NDI Shares in accordance with Section 2.2, without interest thereon.

Appears in 1 contract

Samples: Merger Agreement (Go2green Landscaping, Inc.)

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Manner and Basis of Converting Equity. At the Effective Time: (a) By virtue of the Merger and without any action on the part of the shareholders of the Company, Company all of the shares of Acquisition Stock Stock, outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such proportionate number of NDI I-ON Shares, so that at the Effective Time, the Company shall be the holder of all of the issued and outstanding NDI I-ON Shares; and (b) All all of the NDI I-ON Shares issued and outstanding immediately prior to the Effective time shall be converted into the right to receive: Twenty-Seven Six Million Five Hundred Thousand (27,500,00026,000,000) newly-issued shares of Common Stock of the Company (the "Merger Shares"). (c) From and after the Effective Time, all such NDI I-ON Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of NDI I-ON Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares Consideration therefor (as set forth in Section 1.6(b), above) upon the surrender of such NDI I-ON Shares in accordance with Section 2.2, without interest thereon.

Appears in 1 contract

Samples: Merger Agreement (Evans Brewing Co Inc.)

Manner and Basis of Converting Equity. At the Effective Time:; (a) By virtue of the Merger and without any action on the part of the shareholders of the Company, Company all of the shares of Acquisition Stock Stock, outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such proportionate number of NDI SharesBST Interests, so that at the Effective Time, the Company shall be the holder of all of the issued and outstanding NDI SharesBST Interests; and (b) All of the NDI Shares issued and outstanding membership interests of BST (the “BST Interests”) issued and outstanding immediately prior to the Effective time shall be converted into the right to receive: receive Twenty-Seven Eight Million Five Hundred Thousand (27,500,00028,000,000) newly-issued shares of Common Stock of the Company (the "Merger Shares"). (c) From and after the Effective Time, all such NDI Shares BST Interests shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of NDI Shares the BST Interests shall cease to have any rights with respect thereto, except the right to receive the Merger Shares therefor (as set forth in Section 1.6(b), above) therefore upon the surrender of such NDI Shares BST Interests in accordance with Section 2.2, without interest thereon1.7.

Appears in 1 contract

Samples: Merger Agreement (Axelerex Corp.)

Manner and Basis of Converting Equity. At the Effective Time: (a) By virtue of the Merger and without any action on the part of the shareholders of the Company, Company all of the shares of Acquisition Stock Stock, outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such proportionate number of NDI Driven Shares, so that at the Effective Time, the Company shall be the holder of all of the issued and outstanding NDI Driven Shares; and (b) All all of the NDI Driven Shares issued and outstanding immediately prior to the Effective time shall be converted into the right to receive: Twenty-Seven Thirty Million Five Hundred Thousand (27,500,00030,000,000) newly-issued post-Split shares of Common Stock of the Company (the "Merger Shares"). (c) From and after the Effective Time, all such NDI Driven Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of NDI Driven Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares Consideration therefor (as set forth in Section 1.6(b), above) upon the surrender of such NDI Driven Shares in accordance with Section 2.2, without interest thereon.

Appears in 1 contract

Samples: Merger Agreement (Results Based Outsourcing Inc)

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Manner and Basis of Converting Equity. At the Effective Time: (a) By virtue of the Merger and without any action on the part of the shareholders of the Company, Company all of the shares of Acquisition Stock Stock, outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such proportionate number of NDI HT Shares, so that at the Effective Time, the Company shall be the holder of all of the issued and outstanding NDI HT Shares; and (b) All all of the NDI HT Shares issued and outstanding immediately prior to the Effective time shall be converted into the right to receive: TwentyFifty-Seven Two Million Five Hundred Thousand (27,500,00052,500,000) newly-issued shares of Common Stock of the Company (the "Merger Shares"). (c) From and after the Effective Time, all such NDI HT Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of NDI HT Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares Consideration therefor (as set forth in Section 1.6(b), above) upon the surrender of such NDI HT Shares in accordance with Section 2.2, without interest thereon.

Appears in 1 contract

Samples: Merger Agreement (TeleHealthCare, Inc.)

Manner and Basis of Converting Equity. At the Effective Time: (a) By virtue of the Merger and without any action on the part of the shareholders of the Company, all of the shares of Acquisition Stock Stock, outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such proportionate number of NDI Quanta Shares, so that at the Effective Time, the Company shall be the holder of all of the issued and outstanding NDI Quanta Shares; and (b) All all of the NDI Quanta Shares issued and outstanding immediately prior to the Effective time shall be converted into the right to receive: Twenty-Seven Five Million Five Nine Hundred Thousand (27,500,00025,900,000) newly-issued shares of Common Stock of the Company (the "Merger Shares"). (c) From and after the Effective Time, all such NDI Quanta Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of NDI Quanta Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Shares therefor (as set forth in Section 1.6(b), above) upon the surrender of such NDI Quanta Shares in accordance with Section 2.2, without interest thereon.

Appears in 1 contract

Samples: Merger Agreement (Freight Solution Inc)

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