Conversion of Landmark Company Shares and Landmark Vested Options Sample Clauses

Conversion of Landmark Company Shares and Landmark Vested Options. (a) At the Effective Time of the Landmark Merger, by virtue of the Landmark Merger and without any action on the part of any holder of Landmark Common Stock, (i) each share (a “Landmark Common Share”) of Landmark Common Stock that is then issued and outstanding (other than shares of Landmark Common Stock, if any, held in the treasury of Landmark, which treasury shares shall be canceled as part of the Landmark Merger, and other than shares (each, a “Dissenting Landmark Common Share”) of Landmark Common Stock held by Persons who object to the Landmark Merger and comply with the provisions of the DGCL concerning the rights of holders of Landmark Common Stock to dissent from the Landmark Merger and require appraisal of their shares of Landmark Common Stock (the “Dissenting Landmark Stockholders”), which Dissenting Landmark Common Shares shall not constitute “Landmark Common Shares” hereunder) and (ii) each unexercised and outstanding option to purchase Landmark Common Shares (to the extent vested immediately prior to the Effective Time of the Landmark Merger, including any option that vests as a result of the action of the Board of Directors of Landmark) that is then outstanding as of immediately prior to the Effective Time of the Landmark Merger (such vested options collectively being referred to as the “Landmark Vested Options”), shall thereupon be converted into and become the right to receive the applicable portion of the Landmark Merger Consideration, as determined pursuant to Section 2.1(d).
Sample 1
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Related to Conversion of Landmark Company Shares and Landmark Vested Options

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • 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.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • 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.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

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

  • 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.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • 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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