Capital Stock of the Constituent Corporations Sample Clauses

Capital Stock of the Constituent Corporations. 2.1 BTHC VII Membership Interests. As of even date herewith, there are no membership interests ("Interests") in BTHC VII outstanding. All Interests in BTHC VI were cancelled pursuant to that certain First Amended Joint Plan of Reorganization (the "Plan") of Ballantrae Healthcare, LLC, et al.
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Capital Stock of the Constituent Corporations. 2.1 Nor-Tex Capital Stock. By virtue of the Plan and without any action on the part of Nor-Tex, HCC or the holders of any of the common stock of Nor-Tex ("Nor-Tex Common Stock"), each share of Nor-Tex Common Stock issued and outstanding immediately prior to the Effective Time of the Merger shall be cancelled without any merger consideration therefore and shall no longer be outstanding.
Capital Stock of the Constituent Corporations. 2.1 Bowne-New York Capital Stock. At the Effective Time of the Merger, by virtue of the Merger and without any action on the part of Bowne-New York, Bowne-Delaware or the holders of any of the common stock ("Bowne-New York Common Stock") of Bowne-New York, each issued and outstanding share of Bowne-New York Common Stock and each share of Common Stock of Bowne-New York held in the treasury of Bowne-New York shall be converted into one share of Bowne-Delaware Common Stock.
Capital Stock of the Constituent Corporations. 2.1 Greentree-New York Capital Stock. At the Effective Time of the Merger, by virtue of the Merger and without any action on the part of Greentree-New York, PurchaseSoft or the holders of any of the common stock ("Greentree-New York Common Stock") of Greentree-New York: (i) each issued and outstanding share of Greentree-New York Common Stock, including any rights attached thereto, and each share of Common Stock of Greentree-New York, including any rights attached thereto, held in the treasury of Greentree-New York, shall be converted into one share of PurchaseSoft Common Stock with such similar rights attached thereto; (ii) each option to purchase Greentree-New York Common Stock granted pursuant to (a) the 1987, 1984 and 1997 Stock Option Plans of Greentree-New York, each as amended to date (the "Stock Option Plans"), and (b) the stock option agreements which shall be outstanding immediately prior to the Merger (collectively, the "Options") shall, by virtue of the merger and without further action, be assumed by PurchaseSoft and the holder thereof thereafter shall be entitled upon exercise, in accordance with the terms of such Options, to purchase after the Effective Time that number of shares of PurchaseSoft Common Stock as is equal to the number of shares of Greentree-New York Common Stock that such holder is, or would have been at the time of exercise, entitled to purchase as provided in such Option, at the price per share provided in such Option, and except for the security for which such Option is exercisable, each Option shall otherwise remain subject to the identical terms and conditions after the Effective Time (including, without limitation, the exercise date and extent of exercisability) as were applicable to such Option immediately prior to the Effective Time; and (iii) each holder of a warrant to purchase Greentree-New York Common Stock granted pursuant to the stock purchase warrants which shall be outstanding immediately prior to the Merger (the "Warrants") shall be entitled upon exercise, in accordance with the terms of such warrants, to purchase after the Effective Time that number of shares of PurchaseSoft Common Stock as is equal to the number of shares of Greentree-New York Common Stock, respectively, that such holder is, or would have been at the time of exercise, entitled to purchase as provided in such Warrant, at the price per share provided in such Warrant, and except for the security for which such Warrant is exercisable, each Warra...
Capital Stock of the Constituent Corporations. 2.1 BTHC VI Membership Interests. As of even date herewith, there are no membership interests ("Interests") in BTHC VI outstanding. All Interests in BTHC VI were cancelled pursuant to that certain First Amended Joint Plan of Reorganization (the "Plan") of Ballantrae Healthcare, LLC, et al.
Capital Stock of the Constituent Corporations 

Related to Capital Stock of the Constituent Corporations

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

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

  • Capital Stock and Related Matters The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in Domestic Subsidiaries that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in Domestic Subsidiaries have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Capitalization of the Company The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, par value $.001 per share, of which 10,000,000 shares will be outstanding at Closing, and 1,000,000 shares of preferred stock, none of which is outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

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