Manner and Basis of Converting Shares. (a) At the Effective Time:
(i) each share of common stock, par value $.01 per share, of Acquisition Corp. that shall be 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 ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation;
(A) the shares of common stock, par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; and
(iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist.
(b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time.
(c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would...
Manner and Basis of Converting Shares. (a) At the Effective Time:
(i) each share of common stock, $.001 par value, of Acquisition Corp. that shall be 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 one share of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation;
(ii) the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1.2053301 shares of Parent Common Stock for each share of Company Common Stock; and
(b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.
Manner and Basis of Converting Shares. (a) Each MamaMancini’s Share that shall be 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 one share of Common Stock of the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of the Parent, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s and the MamaMancini’s Shareholders shall have received one share of the Common Stock of Parent for every one share of MamaMancini’s owned immediately prior to the Effective Time.
(b) Prior to the Effective Time, the shareholders of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand (20,054,000) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s Shares.
(c) The MamaMancini’s Shares, which immediately prior to the Effective Time constitutes all of the issued and outstanding shares of common stock of MamaMancini’s beneficially owned by the stockholders listed on its books and records, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive one share of Common Stock of the Parent for each one MamaMancini’s Share. The Merger Sub will issue to the MamaMancini’s Shareholders, as of the Effective Time, the twenty million fifty four thousand (20,054,000) shares of the Parent’s Common Stock, in exchange for the MamaMancini’s Shares.
(d) Parent shall issue to each MamaMancini’s Shareholder the number of shares of Common Stock of the Parent that such stockholder shall be entitled to receive as set forth in Section 2.04 (b) hereof. To the extent that any certificates evidencing shares of MamaMancini’s common stock were issued prior to the Effective Time, each such certificate or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost such...
Manner and Basis of Converting Shares. (a) At the Effective Time:
(i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be 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 one (1) share of common stock, par value $0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation;
(ii) the shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06A (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the BCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of common stock, par value $0.01 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06A for each of the Stockholders, which shall be equal to 1.937943 shares of Parent Common Stock for each share of Company Common Stock with fractional shares of Parent Common Stock rounded to the nearest whole share; and
(iii) the warrants to purchase shares of Company Common Stock (the “Company Warrants”) beneficially owned by the Stockholders listed on Schedule 1.06B shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.06B for each of such Stockholders, which, depending on the terms of the Company Warrant in question, shall be approximately equal to either 0.193787, 0.3875886 or 1.937943 shares of Parent Common Stock for each share of Company Common Stock issuable upon exercise of such Company Warrant, with any fractional shares of Parent Common Stock rounded to the nearest whole share; and
(iv) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist.
(b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that ...
Manner and Basis of Converting Shares. (a) At the Effective Time:
(i) each share of common stock, no par value per share of Acquisition Corp. that shall be 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 one (1) share of common stock, par value $0.0001, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation;
(ii) each share of common stock, par value of $0.0001, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06(a)(ii) (other than (A) shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited and (B) shares of Company Common Stock set forth in Sections 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1/2 share of common stock, $.01 par value, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down to the nearest whole share;
(iii) each share of preferred stock, par value of $0.0001, of the Company (the “Company Preferred Stock”) beneficially owned by the Stockholders listed on Schedule 1.06(a)(iii), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 1 share of preferred stock, $.0001 par value, of Parent (the “Parent Preferred Stock”), with fractional shares of Parent Preferred Stock rounded up or down to the nearest whole share;
(iv) each Company option and common stock purchase warrant issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive such number of Parent’s stock options (the “Parent Options”) and Parent common stock purchase warrants on a one-half (1/2) for one (1) basis and a corresponding number of shares of Parent Common Stock shall be reserved for issuance upon the exercise of such options and warrants.
(v) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist.
(b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corpora...
Manner and Basis of Converting Shares. As of the effective date of the merger:
(a) Each share of Metaline common stock issued and outstanding shall become one share of common stock with a par value of HuntMountain.
(b) HuntMountain shall convert or exchange each share of Metaline common stock for one share of the common stock of the Surviving Corporation; PROVIDED, however, that no fractional shares of HuntMountain stock shall be issued, and in lieu of the issuance of fractional shares, the Surviving Corporation shall make a payment in cash equal to the value of such fraction, based upon the market value of such common stock on the effective date of the merger.
(c) Any shares of stock of Metaline in the treasury of Metaline on the effective date of the merger shall be surrendered to the Surviving Corporation for cancellation, and no shares of the Surviving Corporation shall be issued in respect thereof.
(d) On the effective date of the merger, holders of certificates of common stock in Metaline shall surrender them to the Surviving Corporation, or its appointed agent, in such manner as the Surviving Corporation legally shall require. Upon receipt of such certificates, the Surviving Corporation shall issue in exchange therefor a certificate of shares of common stock in the Surviving Corporation representing the number of shares of stock to which such holder shall be entitled as set forth above.
(e) In addition, such shareholders shall be entitled to receive any dividends on such shares of common stock of the Surviving Corporation that may have been declared and paid between the effective date of the merger and the issuance to such shareholder of the certificate of such common stock.
Manner and Basis of Converting Shares. The manner and basis of converting the shares of the Constituent Corporations and the mode of carrying the merger into effect are as follows.
(a) Each share of Common Stock of HSCO outstanding on the Effective Date of the merger shall, without any action on the part of the holder thereof, be converted into one fully paid and nonassessable share of Common Stock of HSNV which shall, on such conversion, be validly issued and outstanding, fully paid, and nonassessable, and shall not be liable to any further call, nor shall the holder thereof be liable for any further payments with respect thereto. After the Effective Date of the merger, each holder of an outstanding certificate which prior thereto represented shares of Common Stock of HSCO shall be entitled, on surrender thereof along with the payment of $15 to HSCO's transfer agent Securities Stock Transfer, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, to receive in exchange therefore a certificate or certificates representing the number of whole shares of Common Stock of HSNV, which such shares shall have converted into. Until so surrendered, each such outstanding certificate (which prior to the Effective Date of the merger represented shares of Common Stock of HSCO) shall for all purposes evidence the ownership of the shares of HSNV into which such shares shall have been converted.
(b) All shares of the Common Stock of HSNV into which shares of the Common Stock of HSCO shall have been converted pursuant to Article III shall be issued in full satisfaction of all rights pertaining to the shares of Common Stock of HSCO, as applicable.
(c) If any certificate for shares of HSNV is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that the transfer be in compliance with applicable federal and state securities laws, and that the person requesting such exchange pay to HSNV or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of HSNV in any name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of HSNV or any agent designated by it that such tax has been paid or is not payable.
Manner and Basis of Converting Shares. (a) At the Effective Time:
(i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be 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 one share of common stock, par value $0.001 per share of the Surviving Company, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Company;
(ii) each share of common stock, par value $0.001 per share of the Company (the “Company Common Stock”) beneficially owned by the stockholders of the Company listed on Schedule 1.06(a)(ii) (the “Stockholders”) (other than Dissenting Shares as defined below), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive .1666 shares of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”); and
(iii) each of the securities and other interests in the Company listed on Schedule 1.06(a)(iii) 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 equivalent interests as indicated on Schedule 1.06(a)(iii).
(b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.
Manner and Basis of Converting Shares. A. At the Effective Time, each share of common stock of Tos-It, no par value per share (the "Tos-It Common Stock"), which shall be issued and outstanding (other than shares of Tos-It Common Stock held in treasury) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ______________________ (________) shares of common stock, $0.01 par value per share, of Republic Waste Industries, Inc., a Delaware corporation and the parent of Republic Sub ("Republic Common Stock"). Fractional shares of Republic Common Stock will not be issued, instead shares of Republic Common Stock will be issued determined to the nearest whole share of Republic Common Stock.
B. At the Effective Time, each share of Tos-It Common Stock held in treasury shall be canceled and extinguished without any conversion thereof.
C. At the Effective Time, each right to acquire shares of Tos-It Common Stock, to the extent that any such rights exist, which shall be issued and outstanding shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to acquire __________________ (_____) shares of Republic Common Stock.
D. Each share of common stock of Republic Sub, $1.00 par value per share, issued and outstanding immediately prior to the Effective Time shall be automatically converted into one share of Tos-It Common Stock, which shall be the only outstanding common stock of the Surviving Corporation immediately following the Effective Time.
Manner and Basis of Converting Shares. (a) At the Effective Time:
(i) each share of common stock, par value $0.001 per share of Acquisition Corp. that shall be 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 one (1) share of common stock, no par value, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation;
(ii) each share of common stock, without par value, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06(a)(ii) (other than (A) shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited and (B) shares of Company Common Stock set forth in Sections 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 0.76 shares of common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down to the nearest whole share; and
(iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist.
(b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.
