STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof; (a) each one (1) share of Opiant NV Common Stock 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 one (1) share of fully-paid and non-assessable shares Opiant DE Common Stock. (b) all of the outstanding shares of Opiant DE Common Stock which shares are held by Opiant NV shall be automatically cancelled. (c) Each share of Opiant NV Common Stock, if any, held in treasury immediately prior to the Effective Time shall be cancelled and no shares of other securities of the Surviving Entity shall be issued in respect thereof. (d) All of the options and warrants to acquire, or instruments convertible into, shares of Opiant NV Common Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted, share for share, into options and warrants, or convertible instruments, respectively, of the Surviving Entity. (e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of Opiant NV Common Stock shall be deemed for all purposes to evidence ownership of, and to represent, shares of Opiant DE Common Stock into which such shares have been converted as herein provided. The registered owner on the books and records of Opiant NV of any such outstanding stock certificates shall, until such certificates shall have been surrendered for transfer or otherwise accounted for to the Surviving Entity, have and be able to exercise any voting and other rights with respect to and receive any dividend or other distributions upon the Opiant DE Common Stock evidenced by such outstanding certificates as provided.
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STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof;
(a) each one (1) Each share of Opiant NV CCPF Common Stock and CCPF Series A Preferred Stock 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 share for share, into one (1) share of fully-paid and non-assessable shares Opiant DE Common Stockof the Surviving Entity as of the Effective Time.
(b) As of the Effective Time, all of the outstanding shares of Opiant DE Colombia Energy Common Stock which shares are held by Opiant NV CCPF shall be automatically cancelledredeemed by the Surviving Entity for the sum of one dollar ($1.00) and such redeemed shares shall be cancelled and returned to the status of authorized and unissued shares of the Surviving Entity. None of such redeemed shares shall be retained by the Surviving Entity as treasury shares.
(c) Each share of Opiant NV CCPF Common Stock, if any, held in treasury immediately prior to the Effective Time shall be cancelled and no shares of other securities of the Surviving Entity shall be issued in respect thereof.
(d) All of the options and warrants to acquire, or instruments convertible into, shares of Opiant NV CCPF Common Stock or shares of CCPF Series A Preferred Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted, share for share, into options and warrants, or convertible instruments, respectively, of the Surviving Entity.
(e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of Opiant NV CCPF Common Stock or CCPF Series A Preferred Stock shall be deemed for all purposes to evidence ownership of, and to represent, shares of Opiant DE Colombia Energy Common Stock or Colombia Energy Series A Preferred Stock into which such shares have been converted as herein provided. The registered owner on the books and records of Opiant NV CCPF of any such outstanding stock certificates shall, until such certificates shall have been surrendered for transfer or otherwise accounted for to the Surviving Entity, have and be able to exercise any voting and other rights with respect to and receive any dividend or other distributions upon the Opiant DE Colombia Energy Common Stock or Colombia Energy Series A Preferred Stock evidenced by such outstanding certificates as provided.
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STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof;
(a) each one (1) Each share of Opiant OphthaliX-NV Common Stock 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 share for share, into one (1) share of fully-paid and non-assessable shares Opiant DE Common Stockof the Surviving Entity as of the Effective Time.
(b) As of the Effective Time, all of the outstanding shares of Opiant OphthaliX-DE Common Stock which shares are held by Opiant OphthaliX-NV shall be automatically cancelledredeemed by the Surviving Entity for the sum of one dollar ($1.00) and such redeemed shares shall be cancelled and returned to the status of authorized and unissued shares of the Surviving Entity. None of such redeemed shares shall be retained by the Surviving Entity as treasury shares.
(c) Each share of Opiant OphthaliX-NV Common Stock, if any, held in treasury immediately prior to the Effective Time shall be cancelled and no shares of other securities of the Surviving Entity shall be issued in respect thereof.
(d) All of the options and warrants to acquire, or instruments convertible into, shares of Opiant OphthaliX-NV Common Stock or shares of OphthaliX-NV Preferred Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted, share for share, into options and warrants, or convertible instruments, respectively, of the Surviving Entity.
(e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of Opiant OphthaliX-NV Common Stock or OphthaliX-NV Preferred Stock shall be deemed for all purposes to evidence ownership of, and to represent, shares of Opiant OphthaliX-DE Common Stock or OphthaliX-DE Preferred Stock into which such shares have been converted as herein provided. The registered owner on the books and records of Opiant OphthaliX-NV of any such outstanding stock certificates shall, until such certificates shall have been surrendered for transfer or otherwise accounted for to the Surviving Entity, have and be able to exercise any voting and other rights with respect to and receive any dividend or other distributions upon the Opiant OphthaliX-DE Common Stock evidenced by such outstanding certificates as provided.
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Samples: Merger Agreement (OphthaliX, Inc.)
STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof;
(a) each one (1) Each share of Opiant NV post reverse split Millstream Common Stock 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 share for share, into one (1) share of fully-paid and non-assessable shares Opiant DE of the Surviving Entity as of the Effective Time; provided that if the one-for-two reverse stock split of the outstanding shares of Common StockStock approved by the Board of Directors and the shareholders on September 16, 2011, has not been effected as of the Effective Time, the conversion ratio shall give effect to the reverse split.
(b) As of the Effective Time, all of the outstanding shares of Opiant DE ASEC Common Stock which shares are held by Opiant NV Millstream shall be automatically cancelledredeemed by the Surviving Entity for the sum of one dollar ($1.00) and such redeemed shares shall be cancelled and returned to the status of authorized and unissued shares of the Surviving Entity. None of such redeemed shares shall be retained by the Surviving Entity as treasury shares.
(c) Each share of Opiant NV Millstream Common Stock, if any, held in treasury immediately prior to the Effective Time shall be cancelled and no shares of other securities of the Surviving Entity shall be issued in respect thereof.
(d) All of the options and warrants to acquire, or instruments convertible into, shares of Opiant NV Millstream Common Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted, share for share, into options and warrants, or convertible instruments, respectively, of the Surviving Entity.
(e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of Opiant NV Millstream Common Stock shall be deemed for all purposes to evidence ownership of, and to represent, shares of Opiant DE ASEC Common Stock into which such shares have been converted as herein provided. The registered owner on the books and records of Opiant NV Millstream of any such outstanding stock certificates shall, until such certificates shall have been surrendered for transfer or otherwise accounted for to the Surviving Entity, have and be able to exercise any voting and other rights with respect to and receive any dividend or other distributions upon the Opiant DE ASEC Common Stock evidenced by such outstanding certificates as provided.
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STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof;
(a) each one (1) share of Opiant CytoSorbents NV Common Stock 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 one (1) share of fully-paid and non-assessable shares Opiant of CytoSorbents DE Common Stock.
(b) all of the outstanding shares of Opiant CytoSorbents DE Common Stock which shares are held by Opiant CytoSorbents NV shall be automatically cancelled.
(c) Each share of Opiant CytoSorbents NV Common Stock and each share of CytoSorbents NV Preferred Stock, if any, held in treasury immediately prior to the Effective Time shall be cancelled and no shares of other securities of the Surviving Entity shall be issued in respect thereof.
(d) All of the options and warrants to acquire, or instruments convertible into, shares of Opiant CytoSorbents NV Common Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted, share for share, into options and warrants, or convertible instruments, respectively, of the Surviving Entity.
(e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of Opiant CytoSorbents NV Common Stock shall be deemed for all purposes to evidence ownership of, and to represent, shares of Opiant CytoSorbents DE Common Stock into which such shares have been converted as herein provided. The registered owner on the books and records of Opiant CytoSorbents NV of any such outstanding stock certificates shall, until such certificates shall have been surrendered for transfer or otherwise accounted for to the Surviving Entity, have and be able to exercise any voting and other rights with respect to and receive any dividend or other distributions upon the Opiant CytoSorbents DE Common Stock evidenced by such outstanding certificates as provided.
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Samples: Merger Agreement (Cytosorbents Corp)