Merger Consideration; Common Stock Sample Clauses

Merger Consideration; Common Stock. (a) Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Newco, Company or any Company Stockholder, each one (1) share of Common Stock outstanding immediately prior to the Effective Time, other than (i) any shares of Common Stock held by Parent, (ii) any shares of Common Stock exchanged pursuant to a Parent Share Exchange, and (iii) any “Dissenting Shares” (as defined in Section 4.4(a)), will be cancelled and extinguished and be converted automatically into the right to receive, upon surrender of the certificate representing such share of Common Stock in the manner provided in Section 4.5(c), one (1) Parent Consolidated Share (the “Per Share Consideration”). No fractional shares shall be issued as Per Share Consideration and fractions shall be rounded down to the nearest whole number. (b) In the event any holder of Company Capital Stock who demands appraisal of such shares under the DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal and such holder’s shares are automatically converted into the right to receive the Per Share Consideration (as provided in Section 4.4(b)) after the Effective Time, then the Surviving Corporation shall issue shares of Common Stock (of the Surviving Corporation) to Parent equal to the number of shares of Company Capital Stock subject to such failed appraisal demand(s). (c) Parent will add to the stated capital account of the Parent Consolidated Shares issued to the former Company Stockholders, pursuant to the Merger, an amount equal to the fair market value of the Common Stock acquired by Parent pursuant to clause (e), below. (d) All shares of common stock of Newco held by Parent shall convert into one (1) share of a newly designated series of preferred stock of the Surviving Corporation with a fixed redemption amount equal to the aggregate original issue price of the share of common stock of Newco held by Parent prior to the Merger. (e) Surviving Corporation shall issue to Parent the amount of Common Stock equal to the number of Common Stock converted into the right to receive Common Stock pursuant to the Merger.
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Related to Merger Consideration; Common Stock

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Stock Consideration 3 subsidiary...................................................................53

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Recitals Merger Consideration 2.1(b) Merger Sub.....................................................

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

  • Common Shares 4 Company...................................................................................... 4

  • Buyer Common Stock The shares of Buyer Common Stock issuable pursuant hereto, when issued by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.

  • Common Stock 1 Company........................................................................1

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