Post-Merger Capitalization Sample Clauses

Post-Merger Capitalization. At the Effective Time, the authorized capital stock of Parent shall consist of 75,000,000 shares of Parent Common Stock, of which 60,000,000 shares shall be issued and outstanding (including the Merger Consideration), not including any shares of Parent Common Stock issued in connection with the Financing.
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Post-Merger Capitalization. At the Effective Time, the authorized capital stock of Parent shall consist of 3,000,000,000 shares of Parent Common Stock, of which 204,202,084 shares shall be issued and outstanding and 300,000,000 shares of Parent preferred stock, of which 1,000 shares of Series B Preferred Stock shall be issued and outstanding and 55,177,860 shares of Series C Stock shall be issued and outstanding (including the Merger Consideration but excluding the shares issued or issuable under the Financing which has closed or will have closed as of the Effective Time, and excluding shares issuable upon conversion of the Notes or exercise of notes or warrants).
Post-Merger Capitalization. After giving effect to the foregoing contributions by PSRT and KI, the Merger and the other transactions contemplated by the Merger Agreement (assuming that all holders of Target's Series A Convertible Preferred Stock outstanding on the date hereof elect to receive the Preferred Stock Continued Interest Per Share), and the REIT Subscription Transaction, the issued and outstanding stock of the Surviving Corporation immediately after giving effect to the foregoing will be in all material respects as set forth in Exhibit C.
Post-Merger Capitalization. At the Effective Time, the authorized capital stock of Parent shall consist of 250,000,000 shares of Parent Common Stock, of which 68,647,102 shares shall be issued and outstanding (including the Merger Consideration and the 800,000 shares issued or issuable under the $400,000 portion of the Financing which has closed or will have closed as of the Effective Time, and excluding shares issuable upon conversion of the Notes or exercise of warrants), and 10,000,000 shares of Parent Preferred Stock, of which no shares shall be issued and outstanding. Without limiting the generality of the foregoing, prior to the Effective Time, shareholders of Parent will have returned to Parent 21,000,000 shares of common stock for cancellation.
Post-Merger Capitalization. At the Effective Time, the authorized capital stock of CLI shall consist of 600,000,000 shares of CLI Common Stock, of which approximately, 102, 314,000 shares shall be issued and outstanding of CLI after the exchange of shares and 0 Preferred Stock shall be issued and outstanding.
Post-Merger Capitalization. Exhibit E attached hereto sets forth in detail the capitalization of Apple Nine immediately following the completion of the Mergers and assumes the exercise of no appraisal rights.
Post-Merger Capitalization. Upon consummation of the Merger and prior to the sale of the Shares to the Underwriters pursuant to Section 2 hereof: (i) the Company will not have any shares of capital stock outstanding other than the shares issued in the Merger; and (l) all of the shares of Common Stock issued in the Merger have been duly authorized and will have been validly issued, fully paid and non-assessable.
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Post-Merger Capitalization. At the Effective Time, the authorized capital stock of Gateway shall consist of 100,000,000 of Gateway Common Stock, par value $0.01 of which 50,033,510 shares shall be issued and outstanding to its parent company, AllCom.

Related to Post-Merger Capitalization

  • Company Capitalization The Company has an authorized capitalization as set forth in the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.

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