Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates Sample Clauses

Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. SECTION 2.01. Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. Section II.1 EFFECT ON CAPITAL STOCK. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of interest of the Company or shares of capital stock of the Subsidiary:
Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. 2.1 Total Consideration; Effect on Capital Stock. The entire consideration (the "Aggregate Consideration") payable by Parent with respect to all outstanding shares of Company Stock (the "Outstanding Shares") and for all options (whether vested or unvested), warrants, rights, calls, commitments or agreements of any character to which the Company is a party or by which it is bound calling for the issuance of shares of Company Stock or any securities convertible into or exercisable or exchangeable for, or representing the right to purchase or otherwise receive, directly or indirectly, any such capital stock, or other arrangement to acquire, at any time or under any circumstance, Company Stock or other capital stock or other securities of the Company (the "Convertible Securities;" and the Outstanding Shares and the Convertible Securities being sometimes herein collectively referred to as the ("Fully Diluted Company Shares") shall be an aggregate of (i) the number of shares of Parent Common Stock (subject to adjustment as hereinafter provided) (the "Total Parent Share Amount") as is obtained by dividing (A) $34,550,000 by (B) $11.05208, which is the average closing price of a share of Parent Common Stock on the NASDAQ for the thirty (30) most recent trading days ending on June 2, 2000 (the "Stipulated Price") and (ii) a warrant in the form attached hereto as Exhibit H issued by Parent to purchase additional shares of Parent Common Stock, at an exercise price of $0.01 per share (the "Warrant"), in an aggregate amount, if any (the "Total Warrant Share Amount"), equal to the quotient of (a) the Minimum Value (as defined below) divided by (b) the average closing sale price of the Parent Common Stock as quoted on the NASDAQ National Market System for the thirty (30) trading days ending on the first annual anniversary of the Closing Date, which Warrant shall be exercisable, if at all, only during the period beginning on the date that is first annual anniversary of the Closing Date and ending on the date that is fifteen (15) months following the Closing Date. The Minimum Value shall be determined as follows: On the date that is the first monthly anniversary date of the Closing Date, and on each subsequent monthly anniversary date thereafter up to and including the first annual anniversary date, Parent shall calculate a monthly balance (each, a "Monthly Balance"), which shall be equal to (a) the average closing sale price of the Parent Common Stock as quoted on the NAS...
Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. SECTION 2.1 Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:
Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. . . 2 SECTION 2.1 Effect on Capital Stock . . . . . . . . . . . . . 2 (a) Common Stock of Sub . . . . . . . . . . . . . . . 3 (b) Cancellation of Treasury Stock and Parent Owned Company Common Stock . . . . . . . . . . . 3 (c) Conversion of Company Common Stock . . . . . . . 3 (d) Shares of Dissenting Holders . . . . . . . . . . 3 (e) Additional Amounts . . . . . . . . . . . . . . . 4 SECTION 2.2 Payment; Exchange of Certificates . . . . . . . . 4 (a) Paying Agent; Payment Fund . . . . . . . . . . . 4 (b) Exchange Procedures . . . . . . . . . . . . . . . 4 (c) No Further Ownership Rights in Company Common Stock . . . . . . . . . . . . . . . . . . . . . . 5 (d) Termination of Payment Fund . . . . . . . . . . . 5 (e) No Liability . . . . . . . . . . . . . . . . . . 5 (f) Withholding Rights . . . . . . . . . . . . . . . 6 SECTION 2.3 Treatment of Employee Options . . . . . . . . . . 6 SECTION 2.4 Termination of Private Market Value Guarantee . . 6
Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. 2.1. Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Morgan Common Stock or Morgan Preferred Stock (as defined in Section 2.1(a)):
Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. SECTION 2.1. EFFECT ON CAPITAL STOCK. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Decor Common Stock:
Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. 2.1 Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of shares of capital stock of the Company or any holder of shares of capital stock of Sub:
Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. . . . . . . . . . . . . . 3 SECTION 2.1 Effect on Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 (a) Common Stock of Sub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 (b) Cancellation of Treasury Stock and Parent Owned Company Common Stock . . . . . . . . . . . . . 3 (c) Conversion of Company Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 (d) Shares of Dissenting Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 (e) Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 SECTION 2.2 Payment; Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 (a) Paying Agent; Payment Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 (b) Exchange Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 (c) No Further Ownership Rights in Company Common Stock . . . . . . . . . . . . . . . . . . . . . . 5 (d) Termination of Payment Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 (e) No Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 (f) Withholding Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 SECTION 2.3 Treatment of Employee Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 SECTION 2.4 Termination of Private Market Value Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . 7
Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. 1. TOTAL CONSIDERATION; EFFECT ON CAPITAL STOCK.