Stock of Company. Subject to Section 2.6, each share of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger shall, without any further action on the part of Company or the holders of such shares, be treated on the basis set forth in this Section 2.2.
Stock of Company. So long as this Agreement is in effect, EMPLOYEE shall be entitled to purchase stock of CYGX in the same amounts and for the same consideration, terms and conditions as provided to other chairmen of CYGX's operating divisions or subsidiaries. The manner of acquisition of stock shall be structured so as to minimize adverse tax consequences to EMPLOYEE.
Stock of Company. Subject to Section 2.6, each share of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger shall, without any further action on the part of Company or the holders of such shares, be treated on the basis set forth in this Section 2.2.
(a) All shares of Company Stock that are owned by Company as treasury stock and all shares of Company Stock that are owned directly or indirectly by Company or Parent shall be cancelled and shall cease to exist, and no Merger Consideration shall be delivered in exchange therefor.
(b) At the Effective Time of the Merger, each issued and outstanding share of Company Stock (other than shares to be cancelled in accordance with Section 2.2(a)) shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be canceled and cease to be an issued and outstanding share of Company Stock and (except for Company Dissenting Shares) converted solely into the right to receive, without interest, the Per Share Merger Consideration.
(c) Notwithstanding anything in this Agreement to the contrary, any shares of Company Stock that are issued and outstanding as of the Effective Time of the Merger and that are held by a stockholder of Company who has properly exercised such holder’s appraisal rights under the DGCL (the “Company Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Company Dissenting Shares pursuant to and subject to the requirements of the DGCL. The holders of Company Dissenting Shares shall be entitled to only such rights as are granted by Section 262 of the DGCL. If any such holder fails to perfect or effectively withdraws or loses such right at the Effective Time of the Merger, each share of such holder’s Company Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time of the Merger, the right to receive, without any interest thereon, the Per Share Merger Consideration. Company shall give Parent (i) prompt notice of any notice or demands for appraisal or payment for shares of Company Stock received by Company and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demands or...
Stock of Company. So long as this Agreement is in effect, Manager shall be entitled to purchase stock of the Company in the same amounts and for the same consideration, terms and conditions as provided to other officers of the Company's operating divisions or subsidiaries. The manner of acquisition of stock shall be structured so as to minimize adverse tax consequences to Manager.
Stock of Company. Pursuant to its Articles of Incorporation, as amended, the Company is authorized to issue 1000 shares of common stock, par value $.001 per share. One Thousand (1000) shares of Company stock are issued and outstanding, fully paid, and non-assessable. There are no other authorized or outstanding equity securities of the Company of any class, kind, or character. There are no outstanding subscriptions, options, warrants, or other agreements or commitments obligating the Company to issue additional shares of its capital stock of any class, or any securities convertible into any shares of stock of any class.
Stock of Company. The authorized capital stock of Company consists of 20,000,000 shares of common stock, par value $.001 per share and 5,000,000 shares of preferred stock, par value $.001 per share. The Company Shares constitutes all of the capital stock of Company which is issued and outstanding, and the Company Shares are validly issued and outstanding, fully paid and non-assessable. No person has, or has ever had, any preemptive right to purchase or subscribe for any of the capital stock of Company or any other securities of Company arising out of any issuance or sale by Company of any shares of its authorized but unissued capital stock or any other securities of Company prior to the Closing Date. Except as set forth in Schedule 4.2 hereof, there are no outstanding securities of Company which are convertible into or exchangeable for any shares of its capital stock and there is no existing contract, option, warrant, call or similar commitment of any character granted or issued by Company calling for or relating to the issuance or transfer of shares of capital stock or any other securities of Company.
Stock of Company. The authorized capital stock of AMAX consists of 20,000,000 shares of common stock, 13,706,450 shares of which are currently issued and outstanding. The authorized capital stock of AIT consists of 20,000,000 shares of common stock, of which 10,250,000 shares are issued and outstanding. AMAX has outstanding options to purchase 610,000 shares of its common stock pursuant to an employee stock option plan. There are no other outstanding subscriptions, options, rights, warrants, convertible securities or other agreements or commitments obligating either AMAX or AIT to issue or transfer from treasury shares of its capital stock.
Stock of Company. At the close of business on the Effective Date, each share of Company Common Stock issued and outstanding immediately prior thereto shall, by virtue of the merger described herein, be canceled.
Stock of Company. Executive will receive one time 5,000,000 shares of MBHC (Company) stock. This stock is freely traded common stock under the criteria of 144 stock restrictions. The stated amount of stock is owned by the Executive and said amount will survive any stock reversal, split or any other type of stock adjustment. The stock will be owned by the employee upon execution of this agreement and retained by employee whether or not employment is maintained with the Company. The Company has no restrictions or reversionary rights on Executive's rights in this stock. In addition to the shares paid in 5.1, Executive also has rights as listed in 5.2 and 5.3 below.
Stock of Company. Each share of Company Bank Common Stock issued and outstanding immediately prior to the Effective Date shall, on the Effective Date, be canceled and no cash, stock or other property shall be delivered in exchange therefore.
