Effect of Merger on Outstanding Shares. The manner of converting or cancelling the shares of the Disappearing Corporation and of the Continuing Corporation shall, by virtue of the Merger, and without any action on the part of the holders thereof be as follows:
Effect of Merger on Outstanding Shares. In and by virtue of the Bank Merger and at the Bank Merger Effective Time, pursuant to this Merger Agreement, the shares of United Business Bank common stock (“United Business Bank Stock”) and the shares of Pacific Enterprise Bank common stock (“Pacific Enterprise Bank Stock”) outstanding at the Bank Merger Effective Time shall be treated as follows:
Effect of Merger on Outstanding Shares. Section 7.1
Effect of Merger on Outstanding Shares. Each share of Myson Interim, Inc. common stock issued and outstanding immediately prior to the Effective Date of the Merger shall be converted into one share of Holdco common stock, and each share of Myson Interim, Inc. Series A Convertible Preferred Stock issued and outstanding immediately prior to the Effective Date of the Merger shall be converted into one share of Holdco Series A Convertible Preferred Stock.
Effect of Merger on Outstanding Shares. (a) Each share of Surviving Corporation common stock issued and outstanding immediately prior to the Merger and all rights existing with respect thereto shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding and shall be converted into the right to receive cash and shares of CalComp Common Stock as set forth below: Shares of CalComp Name of Topaz Shares of Topaz Cash Received Common Stock Shareholder Common Stock Owned in Merger Received in Merger ----------------- ------------------ ------------- ------------------ Andreas Bibl 33,000 $250,000 500,000 Xxxxx Xxxxxxx 33,000 $250,000 500,000 Xxxx Xxxxxxxxx 33,000 $250,000 500,000
Effect of Merger on Outstanding Shares. On the Effective Date, each share of Company Common Stock issued and outstanding immediately prior to the Merger, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one (1) fully paid and nonassessable shares of common stock of the Parent Corporation, par value $.0001 per share. On the Effective Date, each share of the common stock of the Disappearing Corporation issued and outstanding immediately prior to the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one fully paid and nonassessable share of common stock, par value $.0001 per share, of the Surviving Corporation. On the Effective Date, each share of Company Common Stock owned by Parent Corporation or any subsidiary of Parent Corporation or held in treasury immediately prior to the Effective Date, if any, shall be cancelled and cease to exist from and after the Effective Date. From and after the Effective Date, all Company Common Stock outstanding prior to the Merger shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive in exchange thereof, upon surrender thereof to Parent Corporation, a certificate of certificates representing the number of whole shares of Parent Corporation Common Stock to which such holder is entitled pursuant to this Section 3.
Effect of Merger on Outstanding Shares
