WS Telecom Merger Warrants Sample Clauses

WS Telecom Merger Warrants. Xxxxxxx and the Company agree that Xxxxxxx was issued 39,198 warrants for restricted Xfone Common Stock with a strike price of $3.63 and a term of 5 years from the date of issue on March 10, 2005 (the “WS Telecom Merger Xfone Warrants”) in connection with the consummation of the merger of WS Telecom, Inc. with and into Xfone USA, Inc. on March 10, 2005 pursuant to the Agreement and Plan of Merger dated May 28, 2004 (the “WS Telecom Merger Agreement”). Xxxxxxx and the Company agree that pursuant to Xfone’s Registration Statement on Form SB-2 (File No. 333-139024) which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 12, 2006, that 39,198 shares of Xfone Common Stock which may be issued in the event of exercise of the WS Telecom Merger Xfone Warrants were registered. Within fourteen (14) business days of receipt by Xfone’s transfer agent (the “Transfer Agent”) of the original warrant certificate(s) evidencing the 39,198 WS Telecom Merger Xfone Warrants the Company shall cause the Transfer Agent to issue a replacement warrant certificate for 39,198 Xfone warrants exercisable on a one for one basis into unrestricted Xfone Common Stock with an expiration date of March 10, 2010 and a strike price of $3.63 per share.
Sample 1
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Related to WS Telecom Merger Warrants

  • Common Stock of Merger Sub Each share of common stock, without par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • 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 Closing The Merger shall have been consummated.

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

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