CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION Sample Clauses

CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) Upon the effectiveness of the Merger, all of the shares of capital stock of the Company issued and outstanding immediately prior to the effectiveness of the Merger ("Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Merger, automatically be converted into the right to receive, without interest,
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CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. At the Effective Time, all of the shares of capital stock of the Company issued and outstanding immediately prior to the Effective Time ("Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Merger, automatically be converted into the right to receive, without interest, the following:
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CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) Subject to the terms of Article 9 hereof, at the Effective Time, each issued and outstanding share of Common Stock and Preferred Stock of the Company (other than shares to be canceled in accordance with Section 2.1(c) below) (collectively, "Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Merger, automatically be converted into the right to receive, without interest, such number of shares of Parent Common Stock equal to the quotient of two million (2,000,000) shares of Parent Common Stock (the "Merger Consideration"), divided by the total number of shares of Company Stock outstanding immediately prior to the Effective Time on a fully-diluted basis (assuming for such purpose the exercise of all then outstanding options, warrants, conversion rights, commitments or other rights to acquire shares of the Company's capital stock, whether vested or unvested) (such fraction, the "Conversion Number").
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CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) Subject to adjustment pursuant to Sections 2.5, 2.6 and 2.7 hereof and subject to the terms of Article 10 hereof, at the Effective Time, each issued and outstanding share of capital stock of the Company (other than shares to be canceled in accordance with Section 2.1(c) below) (collectively, "Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Merger, automatically be converted into the right to receive, without interest:
Sample 1
CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. As of the Effective Time, by virtue of the Merger and without any action on the part of any party hereto or any Holder:
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CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) At the Effective Time, by virtue of the Merger, and without any action on the part of Merger Sub or the Company or their respective Securityholders:
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CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. At the Effective Time, by virtue of the Merger and without any action on the part of the Buyer Sub, the Company or the holder of any shares of capital stock of the Company or Buyer Sub:
Sample 1
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CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. On the Merger Effective Date, all of the shares of capital stock and all of the rights to acquire equity interests of the Company, issued and outstanding immediately prior to the effectiveness of the Merger ("COMPANY STOCK") shall, by virtue of the Merger and without any action on the part of the holders thereof ("HOLDERS") but subject to the effectiveness of the Merger, automatically be converted into the right to receive an aggregate of Three Million Four Hundred Ninety-Nine Thousand Five Hundred Eighty-Eight Dollars ($3,499,588) in cash and/or promissory notes as provided on SCHEDULE 2.1 and in SECTION 2.2 (collectively, the "MERGER CASH"), plus Four Million Forty Thousand One Hundred Eighty-Seven (4,040,187) shares of unregistered common stock, no par value, of FASTNET ("FASTNET STOCK" and collectively with the Merger Cash, the "MERGER CONSIDERATION") as hereinafter provided. On the Merger Effective Date and in consideration of the Merger Consideration, each Holder will release the Company and the Surviving Corporation from any and all claims, damages, losses, liabilities, actions, suits, proceedings, demands, assessments, costs and expenses which such Holder had or may have against the Company or the Surviving Corporation, their officers, directors and representatives, excepting only in the case of Holders who are also employees of the Company, any claims for wages for the current payroll period as of the Merger Effective Date, the Holder Notes set forth in Section 9.10(c), and any other specifically identified obligations. The Company shall obtain such a written release from each Holder prior to the Merger Effective Date.
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CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION 
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Related to CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION

  • Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub:

  • 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 Company Capital 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:

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • 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.

  • 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.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • 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.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

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