Sub Shares. At the Effective Time by virtue of the Merger, each issued and outstanding share of capital stock of Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.
Sub Shares. Each SUB Share issued and outstanding at and as of the Effective Time shall be cancelled and retired and shall be converted into the right to receive one share of the Surviving Corporation.
Sub Shares. Each outstanding share of Sub shall remain outstanding and be unaffected by the Merger.
Sub Shares. Upon the Effective Date, each of the issued and outstanding Sub Shares shall continue unchanged and shall evidence one share of the common stock of the Surviving Corporation.
Sub Shares. 19 (xvii) No Redemption of Parent Shares ....................19 (xviii) Disclosure ........................................19
Sub Shares. The Parent holds of record and owns beneficially all of the capital stock of the Sub, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), claims, Taxes, Security Interests (other than those to be removed at Closing), options, warrants, rights, contracts, calls, commitments, equities, and demands. The Parent is not a party to any option, warrant, right, contract, call, put, or other agreement or commitment providing for the disposition by the Parent of any capital stock of the Sub. The Parent is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Sub.
Sub Shares. Seller represents and warrants that (a) Seller ---------- has good and valid title to the Sub Shares free and clear of Liens other than Permitted Liens, and (b) there are no outstanding options, warrants, calls, rights, commitments or other agreements of any character whatsoever which give any other Person the right to purchase or otherwise receive the Sub Shares. Upon the delivery of certificates or other documents at the Closing by Seller in the manner provided in Section 6.2(a), Purchaser will receive good and valid title to the Sub Shares, fee and clear of all Liens other than Permitted Liens or any such options, warrants, calls, rights, commitments or other such agreements.
Sub Shares. 7 ss.2.9. Procedure for Payment...................................................... 7 ss.2.10. Closing of Transfer Records................................................ 9 ss.2.11. Taking of Necessary Action; Future Action.................................. 9
Sub Shares. Each share of common stock of Sub issued and outstanding at and as of the Effective Time will remain issued and outstanding.
