Acquisition Co. Common Stock. Each share of Acquisition Co. Common Stock issued and outstanding immediately prior to the Effective Date shall, by virtue of the Merger and without any action on the part of QuadraMed, be cancelled and converted into such number of newly issued shares of the Common Stock of the Surviving Corporation equal to the number of shares of Acquisition Co. Common Stock then outstanding.
Acquisition Co. Common Stock. Each share of common stock, par value $.01 per share, of Acquisition Co. (the "Acquisition Co. Common Stock"), issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchangeable for one fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation ("Surviving 168 19 Corporation Common Stock"). From and after the Effective Time, each outstanding certificate theretofore representing shares of Acquisition Co. Common Stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Surviving Corporation Common Stock into which such shares of Acquisition Co. Common Stock shall have been converted. Promptly after the Effective Time, the Surviving Corporation shall issue to the Parent a stock certificate or certificates representing 1,000 shares of Surviving Corporation Common Stock in exchange for the certificate or certificates which formerly represented shares of Acquisition Co. Common Stock, which shall be canceled.
Acquisition Co shall cause the Surviving Corporation to keep in effect the provisions in its Articles of Incorporation and By-Laws containing the provisions with respect to exculpation of director and officer liability and indemnification set forth in the Articles of Incorporation and By-Laws of the Company on the date of this Agreement to the fullest extent permitted under Minnesota Law, which provisions shall not be amended, repealed or otherwise modified except as required by applicable Law or except to make changes permitted by Law that would enlarge the exculpation or rights of indemnification thereunder. Acquisition Co. acknowledges that the Company has entered into certain indemnification agreements including, without limitation, an agreement to indemnify members of the Special Committee of the Company's Board of Directors. Acquisition Co. hereby consents that such agreements shall remain enforceable obligations of the Surviving Corporation after the Effective Time.
Acquisition Co shall pay, or shall cause CQG to pay the balance of the Base Price after deduction of: (i) the aggregate amount paid to the Noteholders under Section 3.1(a) and (ii) the $50,000 retained pursuant to Section 3.1(b) to XPIT at the Closing in certified funds by wire transfer to an account designated by XPIT.
Acquisition Co s Conditions. The obligations of Acquisition Co. to complete the transactions provided for herein are subject to the following conditions:
Acquisition Co s Board of Directors shall have approved this transaction, this Agreement, and the exhibits and schedules referenced herein.
Acquisition Co. First Paragraph Appraisal Shares 2.1(d) Benefit Plans 3.1(l) Board Approval 3.1(d)(iii) Certificates 2.2(b) Certificate of Merger 1.3 Closing 1.2(a) Closing Date 1.2(a) Code 3.1(l)(ii) Company First Paragraph Company Common Stock 2.1(a) Company Material Breach 7.1(c) Company Preferred Stock 3.1(c)(i) Company SEC Documents 3.1(e)
Acquisition Co. Waiver and Release of Claims Acquisition Co. acknowledges and agrees that it is not entitled to the benefit of the indemnities of POT and Baytex in relation to the POT Liabilities or the Baytex Liabilities, that Acquisition Co. has no right to make a Claim against POT, Baytex or B Co. or any of their respective Affiliates, in respect of any Claims, Losses or Liabilities that may be brought against it, or that it may suffer, sustain, pay or incur, as a result of or connected with, the Baytex Liabilities or the POT Liabilities and all indemnities of Baytex and POT related thereto and by its execution of this Agreement, does hereby waive any such rights, and does hereby release and forever discharge POT, Baytex and B Co. and their respective Affiliates from and against any Claim that it has now, or may in the future have in respect thereof.
Acquisition Co. Acquisition Co. represents and warrants that, as of the date hereof, XxXxxxx “controls” (as defined below) Acquisition Co. In the event of a “change of control” (as defined below) of Acquisition Co., or of any of its permitted successors and assigns pursuant to Section 8 below, this Agreement shall immediately terminate and the rights granted hereunder, including, without limitation, the Option and the Right, shall be void and of no further force and effect. For purposes of this Agreement, (i) the term “control” or “controlled by” means the beneficial ownership, directly or indirectly, of more than 50% of the equity interests of such entity, measured by voting power rather than number of shares, and (ii) the term “change of control” with respect to XxXxxxx, Acquisition Co. and any of its permitted successors or assigns means the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any person other than XxXxxxx becomes the beneficial owner, directly or indirectly, of more than 50% of the equity interests of such entity, measured by voting power rather than number of shares.
Acquisition Co. Common Stock. Each share of Acquisition Co. Common Stock issued and outstanding immediately prior to the Effective Date shall remain outstanding.
