Treatment of Shares of Constituent Corporations. The terms and conditions of the Merger, the mode of each of the Constituent Corporations and SSI carrying the same into effect, and the manner and basis of converting the common shares and other securities of each of the Constituent Corporations are as follows:
(a) All Mergerco Shares currently issued and outstanding to SSI shall be converted into an equal number of OraLabs Shares by virtue of the Merger and without any action on the part of the holder thereof on the basis of one OraLabs Common Share for each Mergerco Share. After the Effective Date, SSI, as the holder of Mergerco Shares outstanding prior to the Merger shall be entitled upon surrender to receive from OraLabs a certificate representing the number of OraLabs Shares to which such holder shall be entitled for each Mergerco Share so surrendered. Until so surrendered, the outstanding certificates which, prior to the Effective Date, represented Mergerco Shares shall be deemed for all corporate purposes to evidence ownership of OraLabs Shares into which such Mergerco Shares shall have been converted.
(b) The 15,597,399 Outstanding OraLabs Shares shall be converted by virtue of the Merger, and at the Effective Date, into a total of 15,597,399 SSI Common Shares without any action on the part of the holders thereof on the basis of one SSI Common Share for each OraLabs Common Share. After the Effective Date, each holder of OraLabs Shares outstanding prior to the Merger shall be entitled upon surrender to receive from SSI a certificate representing the number of SSI Common Shares to which such holder shall be entitled for each OraLabs Common Share so surrendered, which certificate shall contain any appropriate restrictive legend concerning the resale of such SSI Common Shares. Until so surrendered, the outstanding certificates which, prior to the Effective Date, represented OraLabs Shares shall be deemed for all corporate purposes to evidence ownership of SSI Common Shares into which such OraLabs Shares shall have been converted. Upon such surrender, the OraLabs Shares so surrendered shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. Fractional shares shall be determined based upon the total shares held by each holder, regardless of the number of certificates representing such OraLabs Shares. SSI also shall assume all obligations to issue shares under the Stock Plan, such assumption to be on a share-for-share basis and be subject, as to incentive st...
Treatment of Shares of Constituent Corporations. The terms and conditions of the Merger, the mode of carrying the same into effect, and the manner and basis of converting the securities of each of the Constituent Corporations are as follows:
(a) The Tejas Holding Common Stock shall be converted by virtue of the Merger into a total of 11,937,237 whole Westech Common Shares (on the basis of 2.4825 Westech Common Shares for each one share of Tejas Holding Common Stock outstanding, rounded downward) on the Closing without any action on the part of the holders thereof. After the Merger, each holder of a Tejas Holding Common Stock prior to the Merger shall be entitled upon surrender to receive from Westech a certificate representing the number of Westech Common Shares to which such holder shall be entitled, which certificate shall contain an appropriate legend restricting the resale of such Westech Common Shares. Until so surrendered, any outstanding certificates or other documentation which, prior to the Merger, represented a Tejas Holding Common Stock shall be deemed for all corporate purposes to evidence ownership of the Westech Common Shares into which such Tejas Holding Common Stock shall have been converted. Upon such surrender, the Tejas Holding Common Stock so surrendered shall no longer be outstanding and shall automatically be canceled and retired, and shall cease to exist.
(b) The separate existence and corporate organization of Merger Sub, except insofar as it may be continued by statute, shall cease on the Merger and Tejas Holding shall become a wholly owned subsidiary of Westech.
Treatment of Shares of Constituent Corporations. The terms and conditions of the Mergers, the mode of carrying the same into effect, and the manner and basis of converting the securities of each of the Constituent Corporations are as follows:
(a) The equity interests in Logical shall be converted by virtue of the Logical Merger, and at the Effective Date, into approximately 3,000,000 newly issued shares of Advatex Common Stock ("Advatex Common Shares"), on the basis of 1.84843 Advatex Common Shares for each one share of common stock of Logical, without any action on the part of the holders thereof. The actual number of Advatex Common Shares to be issued to each Logical stockholder shall be rounded to the nearest whole number. The equity interests in Color shall be converted by virtue of the Color Merger, and at the Effective Date, into approximately 3,000,000 newly issued Advatex Common Shares, on the basis of 15 Advatex Common Shares for each one share of common stock of Color, without any action on the part of the holders thereof. The actual
Treatment of Shares of Constituent Corporations. The terms and conditions of the Merger, the mode of carrying the same into effect, and the manner and basis of converting the securities of each of the Constituent Corporations are as follows:
(a) All of the Outstanding RXFA shares shall be exchanged by virtue of the Merger at the Effective Date into approximately 85% of Diamond's outstanding shares as of the Effective Date or approximately 168,849,504 post split shares (see Exhibit A) of Diamond Common Stock.
(b) DMECA shall acquire 100% of RXFA outstanding shares as of the effective date.
(c) The separate existence and corporate organization of DMECA, except insofar as it may be continued by statute, shall cease on Effective Date and RXFA shall become a wholly owned subsidiary of Diamond. Series A convertible preferred: 50 share authorized and issued, only 40 remain outstanding.
Treatment of Shares of Constituent Corporations. The terms and conditions of the Merger, the mode of carrying the same into effect, and the manner and basis of converting the securities of each of the Constituent Corporations are as follows:
(a) All of the Outstanding H&H shares shall be exchanged by virtue of the Merger at the Effective Date into approximately 92% of Kaire’s outstanding shares as of the Effective Date or approximately 828,000,000 (see Exhibit C) of Kaire Common Stock.
(b) YRX shall acquire 100% of H&H outstanding shares as of the effective date.
(c) The separate existence and corporate organization of YRX, except insofar as it may be continued by statute, shall cease on Effective Date and H&H shall become a wholly owned subsidiary of Kaire.
Treatment of Shares of Constituent Corporations. The terms and conditions of the Acquisition, the mode of carrying the same into effect, and the manner and basis of converting the securities of each of the Constituent Corporations are as follows:
(a) All of the Outstanding NWAV Shareholder Interests shall be converted by virtue of the Acquisition at the Effective Date into, in the aggregate, 19,000,000 shares of VICI Common Stock (the “Member Shares” or "Shareholder Securities"). After the Effective Date, each Member, upon surrender of their Outstanding NWAV Shareholder Interest existing immediately prior to the Effective Date, shall be entitled to receive from VICI, pro-rata based upon their respective share of such Outstanding Shareholder Interest, certificates representing their share of the Shareholder Securities, which certificates shall contain any appropriate restrictive legend concerning the resale of such securities. Until so surrendered, any outstanding certificates or other documentation which, prior to the Effective Date, represented Outstanding NWAV Shareholder Interests, shall be deemed for all corporate purposes to evidence ownership of the Shareholder Securities into which such Outstanding NWAV Shareholder Interests shall be convertible into. Upon such surrender, Outstanding NWAV Shareholder Interests so surrendered shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. Upon conversion, any fractional shares resulting from conversion shall be rounded to the nearest whole number of Member Shares.
Treatment of Shares of Constituent Corporations. 2.7.1 Each share of Company Stock issued and outstanding immediately prior to the Merger Date shall, by virtue of the Merger and without any action on the part of the Shareholders, be automatically canceled and shall cease to represent any interest in the Company, and, except for those Dissenting Shares for which appraisal rights are perfected in accordance with Section 2.8, each share of Company Stock shall entitle the holder thereof solely to his or her pro rata share of the aggregate Merger Consideration as provided in Section 2.6.
2.7.2 Each share of NEI Stock issued and outstanding immediately prior to the Merger Date shall remain outstanding after the Merger Date as one share of the issued and outstanding common stock of the Surviving Corporation.
Treatment of Shares of Constituent Corporations. The terms and ---------------------------------------------------- conditions of the Merger, the mode of carrying the same into effect, and the manner and basis of converting the securities of each of the Constituent Corporations are as follows:
(a) All of the Outstanding ENTR Shareholder Interests shall be converted by virtue of the Merger at the Effective Date into, in the aggregate, 250,000,000 shares of KAHI Common Stock ("Shareholder ----------- Securities"
Treatment of Shares of Constituent Corporations. The terms and conditions of the Merger, the mode of carrying the same into effect, and the manner and basis of converting the securities of each of the Constituent Corporations are as follows:
(a) All of the Outstanding IVI shares shall be exchanged by virtue of the Merger at the Effective Date into approximately 89% of IPLO’s outstanding shares as of the Effective Date or approximately 19,050,000 (see Exhibit C) of IPLO Common Stock.
(b) IPH shall acquire 100% of IVI outstanding shares as of the effective date.
(c) The separate existence and corporate organization of IPH, except insofar as it may be continued by statute, shall cease on Effective Date and IVI shall become a wholly owned subsidiary of IPLO.
Treatment of Shares of Constituent Corporations
