Common Stock of the Company Sample Clauses

Common Stock of the Company. All of the outstanding shares of common stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive or similar right.
Common Stock of the Company. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent or Merger Sub, or the stockholders of any of the foregoing, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any Dissenting Shares, and (ii) those shares of Company Common Stock to be canceled pursuant to Section 2.02(b)) shall be converted into the right to receive, upon surrender of the certificates representing such Company Common Stock in the manner provided for in Section 3.02(d), from Parent in an amount equal to the Effective Time Per Share Merger Consideration and the Per Share Earn Out Payment, if applicable. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled, and each holder of a certificate or certificates representing shares of Company Common Stock shall cease to have any rights with respect to such shares of Company Common Stock, except the right to receive the Effective Time Per Share Merger Consideration. In addition, each holder of Company Common Stock shall be entitled to receive its Ownership Percentage of the Escrow Amount, which will be released pursuant to the terms of the Escrow Agreement.
Common Stock of the Company. On the Effective Date, by virtue of the Merger and without any action on the part of the holders thereof, each share of Company Common Stock shall cease to exist and shall be changed and converted into one fully paid and non-assessable share of the Surviving Company Common Stock.
Common Stock of the Company. Each issued and outstanding share of Common Stock (other than shares to be canceled in accordance with Section 2.07(b) and any Dissenting Shares, as defined below) shall be converted into and represent the right to receive an amount, in cash, equal to the quotient obtained by dividing (i) the Aggregate Cash Consideration, by (ii) the total number of shares of Common Stock outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 2.07(b)) plus the number of shares issuable upon exercise of Company Options outstanding immediately prior to the Effective Time (the "Cash Consideration"). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled, retired and extinguished and shall cease to exist, and each certificate which immediately prior to the Effective Time represented any such shares (other than any Dissenting Shares) shall thereafter represent the right to receive, upon surrender of such certificate in accordance with the provisions of Section 2.08, the Cash Consideration into which such shares have been converted in accordance herewith. (d) ESTABLISHING THE CASH CONSIDERATION. Five days prior to the Effective Time, the Company shall provide Parent with a schedule (the "Preliminary Schedule"), setting forth in reasonable detail, the estimated Cash Consideration as of the Effective Time. Parent shall promptly review such schedule and provide any disagreements on such schedule within two days of receipt of such schedule. The Company and Parent shall resolve any disputes on the preparation of the Preliminary Schedule and agree upon a final Cash Consideration which reflects changes, if any, between the date of delivery of the Preliminary Schedule and the Effective Time. SECTION 2.08.
Common Stock of the Company. Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (each, a "Share"), other than Shares to be cancelled in accordance with Section 2.1(d), shall be converted into the right to receive 1.5 fully paid and non-assessable shares (the "Exchange Ratio") of Parent Common Stock (all such shares of Parent Common Stock issued, together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.2(f), being referred to as the "Merger Consideration"), and shall cease to be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate previously evidencing any such Shares (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such Certificate in accordance with the provisions of Section 2.2, the Merger Consideration with respect to the Shares previously evidenced by such Certificate.
Common Stock of the Company. All of the outstanding shares of Common Stock (including the Stock to be sold by the Selling Stockholder) of the Company have been duly authorized and validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive or similar right. The Stock to be sold by the Selling Stockholder was issued in compliance with federal securities laws.
Common Stock of the Company i. As additional compensation for your services performed under this Agreement, and as an incentive to help make the Company successful, you will be issued 40,000 shares of Common Stock of the Company upon your execution and delivery of this Agreement and the simultaneous closing of the sale of United States Patent No. 5,262,439 and corresponding foreign applications and patents pursuant to the Patent Purchase Agreement. Simultaneous with your acceptance of this Agreement, you will enter into a Stock Restriction Agreement between you and the Company (the "Stock Restriction Agreement") in the form attached hereto as Exhibit "I". If this Agreement is terminated by the Company for cause (which shall be the willful breach by you of this Agreement) or by you (other than for death or disability) pursuant to Paragraph 4 prior to the end of the term provided herein, you shall be entitled only to the Vested Shares as defined in the Stock Restriction Agreement.
Common Stock of the Company. Each share of Company common stock (a “Company Share”) outstanding immediately prior to the Effective Time (except as otherwise provided in Section 2.2(b) hereof or as provided in Section 2.8 hereof with respect to Company Shares as to which appraisal rights have been properly exercised under Section 262 of the DGCL) will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and extinguished, and automatically converted into the right to receive, upon surrender of the certificate representing such share of Company Share in accordance with the terms of Section 2.7 hereof, and upon the terms and subject to the conditions set forth in this Agreement, including without limitation, the indemnification and escrow provisions set forth in ARTICLE IX hereof and in the Escrow Agreement (A) an amount of cash equal to the Cash Ratio, subject to holdback at Closing of the Escrow Cash and Net Working Capital Holdback, as provided in Section 2.5 hereof, and (B) a number of shares of Stock Consideration equal to the Exchange Ratio, subject to vesting and forfeiture as provided in Section 2.7 hereof.