Post-Merger Share Adjustment Sample Clauses

Post-Merger Share Adjustment. In the event of a merger between Qualmax and the Company, or a share exchange or any other event as a result of which Qualmax shareholders receive shares of the Company’s stock in exchange for all of their Qualmax shares (the “Merger”), the number of shares of Qualmax Common Stock (issued immediately prior to the Merger) transferred or transferable to the Subscriber pursuant to this Section 3 shall be increased or decreased, if necessary, and Qualmax and/or Company shares transferred between the Subscriber and the Kamrats accordingly, in order to provide that, immediately after the Merger: (i) the sum of all shares of the Company’s stock (on an as converted basis, adjusted for splits, stock dividends, and the like) (A) held by each of Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxxxx (the “Kamrat Family”) at the time of the Tranche A Closing, and shares issuable upon exercise of the Warrant by the Kamrats, and (B) issued or distributed to the Kamrat Family, or any of them, as a result of the Merger, is equal to (ii) the sum of (A) 7,500,000 (that number representing the shares of the Company’s common stock acquired by Oregon Spirit, LLC on September 14, 2006), (B) the number of shares of shares of the Company’s common stock into which the shares of Qualmax Common Stock transferred or transferable to the Subscriber pursuant to Section 1 above (including any Tranche B Shares, as defined in the Subscription Agreement, even if unissued) are convertible, (C) or issuable upon exercise of the Tranche A Subscriber Warrant by the Subscriber, and (D) all shares of the Company’s stock issued or distributed to Xx. Xxxxxx Xxxxxx, Oregon Spirit, LLC, Passen Investments, LLC, Xxxxx Xxxxxx, Ph.D., or any affiliate of any of the foregoing, as a result of the Merger (for purposes of clarification, the sum determined pursuant to this Section 3(c)(ii) shall not include 8 the 9,750,000 shares of the Company’s common stock that are owned by Xxxxxx and Xxxxxx Xxxxxx, TBTE, as of the date of this Agreement). (d) Representations and Warranties of the Kamrats to the Subscriber. Each of the Kamrats (each a “Kamrat Party”) represents and warrants to the Subscriber as to himself, as follows: (i) Such Kamrat Party has full legal capacity to enter into and carry out his obligations under this Agreement. (ii) Such Kamrat Party owns of record and beneficially, and has good and valid title to and the right to convey and deliver to the Subscriber, the shares of Qualmax Common Stock ...
Sample 1
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Post-Merger Share Adjustment. In the event of a merger between Qualmax and the Company, or a share exchange or any other event as a result of which Qualmax shareholders receive shares of the Company’s stock in exchange for all of their Qualmax shares (the “Merger”), the number of shares of Qualmax Common Stock (issued immediately prior to the Merger) transferred or transferable to the Subscriber pursuant to this Section 3 shall be increased or decreased, if necessary, and Qualmax and/or Company shares transferred between the Subscriber and the Kamrats accordingly, in order to provide that, immediately after the Merger:
Sample 1

Related to Post-Merger Share Adjustment

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Share Adjustments If the Company's outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares, stock dividend, or transaction having similar effect, the Board shall proportionately and appropriately adjust the number and kind of shares that are subject to this Option and the Exercise Price Per Share, without any change in the aggregate price to be paid therefor upon exercise of this Option.

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Merger Consideration Adjustment Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the number of outstanding Shares shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Merger Consideration shall be appropriately adjusted to provide the holders of Shares the same economic effect as contemplated by this Agreement prior to such event.

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • 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).

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

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Target Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

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