Xxxxx Stock Converted Sample Clauses

Xxxxx Stock Converted. As of the Effective Time, all shares of Xxxxx Stock that are outstanding immediately prior thereto will, by virtue of the Merger and without further action, cease to exist, and all such shares, except for Dissenting Shares, will be converted into the right to receive from Access Beyond the number of shares and type of Access Beyond Stock determined as set forth in Section 1 hereof. At and after the Effective Time, each certificate representing outstanding shares of Xxxxx Stock, except for Dissenting Shares, will represent the right to receive the number of shares of Access Beyond Stock into which such shares of Xxxxx Stock have been converted, and such shares of Access Beyond Stock will be registered in the name of the holder of such certificate. Unless surrendered to Access Beyond for exchange at the Closing, as soon as practicable after the Effective Time, each holder of shares of Xxxxx Stock, except for holders of Dissenting Shares, will surrender (a) the certificates for such shares (the "Xxxxx Certificates") to Access Beyond for cancellation or (b) an affidavit of lost (or nonissued) certificate and indemnity with respect to the same, in form reasonably satisfactory to Access Beyond. Promptly following the Effective Time and receipt of the Xxxxx Certificates, Access Beyond will cause its transfer agent to issue to each such surrendering holder, certificate(s) for the number of shares of Access Beyond Stock to which such holder is entitled pursuant to Section 1.1, subject to Section 1.1.6 hereof, and Access Beyond will distribute any cash payable under Section 1.2. After the Effective Time, there will be no further registration of transfers of the shares of Xxxxx Stock on the stock transfer books of Xxxxx.
Sample 1
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Related to Xxxxx Stock Converted

  • 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.

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • 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.

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

  • Common Shares 4 Company...................................................................................... 4

  • Stock Dividend, Stock Split and Reverse Stock Split Upon a stock dividend of, or stock split, reverse stock split, or similar event affecting, the Common Stock, the number of Award Shares and the number of such Award Shares that are nonvested and forfeitable shall, without further action of the Administrator, be adjusted to reflect such event. The Administrator may make adjustments, in its discretion, to address the treatment of fractional shares with respect to the Award Shares as a result of the stock dividend, stock split, reverse stock split, or similar event. Adjustments under this Section 9 will be made by the Administrator, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. No fractional Award Shares will result from any such adjustments.

  • 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.

  • Delivery of Common Stock Upon Conversion Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

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