MergerSub Common Stock Clause Samples
The 'MergerSub Common Stock' clause defines the terms and conditions related to the common stock of the subsidiary entity created specifically for the purpose of facilitating a merger transaction. Typically, this clause outlines the number of shares authorized, their par value, and any rights or restrictions associated with these shares, such as voting rights or conversion features. By clearly specifying the structure and attributes of the MergerSub's common stock, this clause ensures that all parties understand the equity framework of the entity used in the merger, thereby preventing disputes and ensuring a smooth transaction process.
MergerSub Common Stock. Each issued and outstanding share of the common stock, par value $0.01 per share, of MergerSub ("MergerSub Common Stock") shall be unchanged and remain as one fully paid and non-assessable share of common stock, $0.01 par value per share, of the Surviving Corporation ("Surviving Corporation Common Stock"). Each certificate representing outstanding shares of MergerSub Common Stock shall at the Effective Time represent an equal number of shares of the Surviving Corporation Common Stock.
MergerSub Common Stock. 4 N Net Worth Amount ....................................................... 10 Orders ................................................................. 15 P
MergerSub Common Stock. Each share or fractional share of MergerSub Common Stock issued and outstanding immediately prior to the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be automatically changed and converted into a share or equal fraction of a share of Common Stock of the Surviving Corporation, which shall thereupon be issued and fully-paid and non-assessable, with the effect that the number of issued and outstanding shares of Common Stock of the Surviving Corporation shall be the same as the number of issued and outstanding shares of MergerSub immediately prior to the Effective Time.
MergerSub Common Stock. Each share of common stock, no par value per share, of MergerSub (“MergerSub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation.
(i) Immediately following the Effective Time, each outstanding option to purchase Shares (a “Company Stock Option”) under the Company Option Plans and the UK Option Plan, vested or unvested, shall be terminated in exchange for the right to receive (A) the Initial Option Payment, and (B) the Option Holdback Payments, if any. Any reference to Vested Options and Unvested Options in this Agreement also refers to the right to receive the Initial Option Payment and Option Holdback Payment into which such Options were converted. Parent shall deliver (or shall cause the Surviving Corporation to deliver) to the holder of each Vested Option immediately following the Effective Date, no later than ten (10) Business Days after the Effective Time, a check for the Initial Option Payment, less applicable Taxes required to be withheld with respect to such payment. The parties hereto agree that to the extent that an Initial Option Payment and/or Option Holdback Payment becomes due after the Closing Date with respect to Unvested Options that become vested after the Closing Date as provided in this Section 3.1(d)(i), such payments in respect thereof shall be held by the Parent until the Unvested Option Payment Date (as defined below) following expiration of the applicable vesting periods. Following the end of each vesting period for each such Unvested Option in which vesting of the underlying shares of such Unvested Option would have occurred, the Company will pay, quarterly in arrears on the fifth Business Day of the first month following the applicable calendar quarter, and commencing on the first Business Day of the first month following the calendar quarter that includes the Closing Date, (each such quarterly date, an “Unvested Option Payment Date”) the Initial Option Payment and the Option Holdback Payments (in the case of the Option Holdback Payments, to the extent and in the proportion that Option Holdback Payments are eligible to be distributed to the holder of the Unvested Option pursuant to Section 3.4) with respect to those Unvested Options that vested during such calendar quarter, to the holder of such now Vested Option, less applicable Taxes required to be withheld with respect t...
MergerSub Common Stock. At the Effective Time, each share of Common Stock of MergerSub issued and outstanding immediately prior to the Effective Time shall remain outstanding as shares of the Surviving Corporation, without any action on the part of the holder thereof.