Deposit of Parent Common Stock Sample Clauses

Deposit of Parent Common Stock. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Agent, for the benefit of the Eligible Holders, for exchange in accordance with this Article IV, the shares of Parent Common Stock to be issued pursuant to Section 4.01(b) and delivered pursuant to Section 4.02(b) (the “Merger Consideration”).
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Deposit of Parent Common Stock. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with an agent, duly appointed by Parent and reasonably acceptable to Hawthorne (the “Exchange Agent”), for the benefit of the holders of Certificates, for exchange in accordance with this Article III, certificates representing the shares of Parent Common Stock and cash in lieu of any fractional shares to be issued pursuant to Sections 3.01(a) and 3.05 in the Merger in exchange for outstanding shares of Hawthorne Common Stock.
Sample 1
Deposit of Parent Common Stock. Promptly upon surrender ------------------------------ of any Baxxxxxxx Xertificate for cancellation to the Exchange Agent together with a Letter of Transmittal with respect thereto, Parent, on behalf of the holder of record of such Baxxxxxxx Xertificate, shall deliver to the Continuity Custodian for deposit a certificate standing in the name of such holder representing the Continuity Fraction of the shares of Parent Common Stock issued to such holder (less any fractional share) ("Continuity Shares"). Such Continuity Shares shall remain titled on Parent's books in the name of such holder (individually, "Continuity Shareholder" and together with other such holders, "Continuity Shareholders"), and such holder shall have all other rights of a shareholder, including the right to vote the Continuity Shares, during the term of this Agreement.
Sample 1
Deposit of Parent Common Stock. Pursuant to Section 2.05 of the Merger Agreement, Parent hereby deposits into escrow on behalf of and in the name of the Shareholders: (i) 40,753 shares of Parent Common Stock, representing the Escrowed Parent Shares described in Section 2.05(A)(2) and Schedule 2.01(E) of the Merger Agreement; (ii) an additional 20,189 shares of Parent Common Stock, representing the Escrowed Chase Shares described in Section 2.05(C) and Schedule 2.01(E) of the Merger Agreement; (iii) the cash sum of $399,999.90, representing the Escrowed Cash Consideration described in Section 2.05(A)(2) and Schedule 2.01(E) of the Merger Agreement; and (iv) and the cash sum of $10,000, representing the Escrowed Burgh Fees described in Section 2.05(D) and Schedule 2.01(E) of the Merger Agreement. Schedule 2.01(E) of the Merger Agreement sets forth on which Shareholder's behalf the Escrowed Parent Shares, Escrowed Chase Shares, Escrowed Cash Consideration, and Escrowed Burgh Fees are being deposited. The Escrowed Parent Shares and Escrowed Chase Shares shall collectively be referred to as the "Escrowed Shares," while the Escrowed Cash Consideration and Escrowed Burgh Fees shall collectively be referred to as the "Escrowed Cash."
Sample 1

Related to Deposit of Parent Common Stock

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Issuance of Parent Common Stock When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • 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.

  • Deposit of Rollover Shares No later than five (5) Business Days prior to the Closing, each Shareholder and any agent of such Shareholder holding certificates evidencing any of the Rollover Shares shall deliver or cause to be delivered to Parent all certificates representing the Rollover Shares in such Person’s possession, for disposition in accordance with the terms of this Agreement; such certificates and documents shall be held by Parent or any agent authorized by Parent until the Closing.

  • 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.

  • No Fractional Shares of Parent Common Stock (a) No certificates or scrip of shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • 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 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.

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved upon the exercise of the Warrants or the conversion of the shares of Preferred Stock acquired by the Purchaser on the First Closing Date;

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