Effect of Merger on Capital Stock of Constituent Corporations Sample Clauses

The "Effect of Merger on Capital Stock of Constituent Corporations" clause defines how the shares of each merging company are treated once the merger is completed. Typically, this clause specifies that the outstanding shares of the target company are converted into the right to receive merger consideration, such as cash, stock, or other securities, while the shares of the surviving corporation may remain outstanding or be adjusted as agreed. This provision ensures a clear and orderly transition of ownership interests, resolving how shareholders' rights and interests are affected by the merger and preventing disputes over post-merger entitlements.
Effect of Merger on Capital Stock of Constituent Corporations. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Purchaser, the Company, or the holders of any shares of Company Common Stock:
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Effect of Merger on Capital Stock of Constituent Corporations. (a) All shares of common stock, par value $.01 per share, of Parent ("Spacetec Stock"), which are issued and outstanding immediately prior to the -------------- Effective Time shall be unchanged and unaffected by the Merger and shall represent approximately 33.06% of the outstanding Spacetec Stock, as measured immediately following the Effective Time. (b) Each share of common stock, par value $.01 per share, of Labtec ("Labtec Stock"), which is issued and outstanding (i) immediately prior to the ------------ Effective Time (other than shares to be canceled in accordance with Section 1.5(d) hereof) shall, by virtue of the Merger, be converted into and represent solely the right to receive .55430739 shares of Spacetec Stock (before giving effect to the Reverse Stock Split), which in the aggregate shall represent approximately 66.94% of the outstanding Spacetec Stock, as measured immediately following the Effective Time, (ii) the Applicable Fraction of the Note Payments (as defined in, and determined in accordance with, Section 1.7 hereof), and (iii) the Applicable Fraction of the Contingent Shares (as defined in, and determined in accordance with, Section 1.7 hereof; the consideration described in clauses (i) (ii) and (iii) of this Section 1.5(b) are hereinafter collectively referred to as the "Merger Consideration"). Each holder of record -------------------- of Labtec Stock shall, subject to the provisions hereof, have the right to receive the Merger Consideration for each of his or her shares of Labtec Stock. For purposes of this Agreement, "Applicable Fraction" means a fraction, (A) the numerator of which is 1 and (B) the denominator of which is the number of shares of Labtec Stock outstanding immediately prior to the Effective Time.
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Effect of Merger on Capital Stock of Constituent Corporations. As of the Effective Time, by virtue of the Merger and without any action on the part of QL 3000, GMHC or the holders of any Shares:
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Effect of Merger on Capital Stock of Constituent Corporations. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any shares of Company Common Stock: (a) Merger Sub Capital Stock. Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, whereupon each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
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Effect of Merger on Capital Stock of Constituent Corporations. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any class of capital stock of the Constituent Corporations, the following shall occur: (a) Except as set forth in Section 2.06(e), each share of NetGen Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares as defined in Section 2.07(a)) (each an “NetGen Share”) shall be converted into and represent the right to receive (subject to the obligation to deposit the Escrow Consideration pursuant to the provisions of Section 3.01 relating to the establishment of an indemnification escrow): (i) for each Non-Accredited Holder, the Non-Accredited Consideration Per Share, and (ii) for each Accredited Holder, the Accredited Cash Consideration Per Share and the Accredited Stock Consideration Per Share. (b) At least three (3) Business Days prior to the Closing, NetGen will deliver to NetScout a schedule (the “Distribution Schedule”) setting forth for (i) each holder of NetGen Shares that is an Accredited Holder (based solely on the delivery by Accredited Holders of the Accredited Investor Representations Letter), the portion and mix of the Total Consideration payable or issuable, as the case may be, to such holder on or about the Effective Time and the portion of the Escrow Cash and Escrow Shares corresponding to such holder, and (ii) each holder of NetGen Shares that is a Non-Accredited Holder, the portion of the Total Consideration payable to such holder in cash on or about the Effective Time and the portion of the Escrow Cash corresponding to such holder, in each case, in accordance with NetGen’ certificate of incorporation in effect as of the date hereof. The Distribution Schedule will also list all holders of vested, in-the-money NetGen Stock Options and the portion of the Total Consideration payable to each such holder under Section 2.10 and all holders of vested, in-the-money NetGen SARs and the portion of the Total Consideration payable to each such holder under Section 2.10. NetScout shall be entitled to rely exclusively on the Distribution Schedule in making distributions of Merger Consideration pursuant to this Section 2.06. (c) For purposes of this Agreement, each of the following terms shall have the meaning set forth below:
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Effect of Merger on Capital Stock of Constituent Corporations. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Shares or any shares of capital stock of Sub:
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Effect of Merger on Capital Stock of Constituent Corporations. COMPANY STOCK OPTIONS; EXCHANGE OF CERTIFICATES
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Effect of Merger on Capital Stock of Constituent Corporations 
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Related to Effect of Merger on Capital Stock of Constituent Corporations

  • Effect of Merger on Capital Stock At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or the shareholders: (a) each share of the Common Stock issued and outstanding immediately prior thereto shall be converted into one fully paid and nonassessable share of CIST common stock (“CIST Common Stock”), with the same rights, powers and privileges as the shares of Common Stock so converted, and all shares of such Common Stock shall be cancelled and retired and shall cease to exist. (b) all outstanding and unexercised portions of all option, warrant and security exercisable or convertible by its terms into Common Stock (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “Company Stock Option”) shall be assumed by CIST and shall be deemed to constitute an option, warrant or convertible security, as the case may be, to acquire the same number of shares of CIST Common Stock as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time), at the same exercise price per share, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions (continuous employment with the Company will be credited to an optionee for purposes of determining the vesting of the number of shares of the Common Stock subject to exercise under an assumed option at the Effective Time). As soon as practicable after the Effective Time, CIST shall deliver to each holder of a Company Stock Option an option, warrant or convertible security, as the case may be, in CIST, and shall take all steps to ensure that a sufficient number of shares of CIST Common Stock is reserved for the exercise of such Company Stock Options for each share of CIST Common Stock so reserved as of the Effective Time. (c) No fractional shares of the Common Stock will be issued in connection with the Merger. (d) Each share of CIST Common Stock owned by the Company shall no longer be outstanding and shall be cancelled and retired and shall cease to exist.

  • Effect of the Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or any holder of any securities of Parent, Merger Sub or the Company:

  • 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.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • 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.