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. 2.1 Effect on Capital Stock of the Constituent Corporations. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Saratoga or SJNB capital stock:
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Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. .1. TOTAL CONSIDERATION; EFFECT ON CAPITAL STOCK.
Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. PAYMENTS Section 3.1 Capital Stock 14 Section 3.2 Payments 15 Section 3.3 No Further Ownership Rights in Common Stock 16 Section 3.4 Equity Awards 17 Section 3.5 Earn-Out Consideration 18 Section 3.6 Dissenting Stockholders 21 Section 3.7 Withholding Rights 21 Article IV.
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 capital stock of the Company (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 capital stock of the Company 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, capital stock of the Company or any such other securities (the "Convertible Securities") shall be an aggregate of the number of shares of Parent Common Stock (subject to adjustment as hereinafter provided in this Section 2.1) (the "Total Parent Share Amount") as is obtained by dividing (A) the sum of $11,820,000 and $3,600 (representing the aggregate exercise amount of all Company Options with an exercise price greater than the fair market value of a share of Company Common Stock) by (B) the average closing price of a share of Parent Common Stock on The Nasdaq Stock Market as reported in the Wall Street Journal for the twenty (20) most recent trading days ending on the day immediately preceding the Closing Date (the "Stipulated Price"); provided, however, that if the average closing price of a share of Parent Common Stock shall be less than $3.00, the average closing price shall be deemed to be $3.00 for purposes of the calculation of the Stipulated Price. For purposes of the calculation of the exchange ratios for Company Stock under Section 2.1(c) hereof, it is assumed that the number of Fully Diluted Company Shares is 14,931,178 shares of capital stock of the Company, which number excludes all Company Options which have an exercise price greater than the fair market value of a share of Company Common Stock, and which number shall be confirmed or updated at the Closing and reflected in the certificate of the Chief Executive Officer or Chief Financial Officer of the Company that is being provided to Parent and Acquisition Sub pursuant to Section 6.2(a) (the "Fully Diluted Company Share Amount"). At the Effective Time, subject and pursuant to the terms and conditions of this Agreement by virtue of the Merger and without any action on the part of the Consti...
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 Alloy with respect to all outstanding shares of Company Common Stock (other than shares canceled pursuant to Section 2.1(b), if any) (the "Outstanding Shares") shall be an aggregate of (i) the number of shares of Alloy Common Stock (subject to adjustment as hereinafter provided) (the "Total Alloy Share Amount") as is obtained by dividing (A) twelve million dollars ($12,000,000) by (B) $9.13 (the "Stipulated Price"); (ii) five million dollars ($5,000,000) in cash payable on the Closing Date (the "Closing Cash Payment"); (iii) four (4) quarterly cash payments of seven hundred thousand dollars ($700,000) each, commencing on the first day of the fourth calendar month following the Closing Date and continuing on the first day of each third calendar month thereafter until all such quarterly payments have been made in full (each, a "Quarterly Cash Payment"); and (iv) one or more warrants by Alloy to purchase additional shares of Alloy Common Stock, on the terms and conditions and in an aggregate amount (the "Total Warrant Share Amount") set forth in the form of Warrant attached as Exhibit A hereto (collectively, the "Warrants"). Notwithstanding the foregoing, and notwithstanding Section 1.6 of this Agreement, Alloy shall have the option, in its sole discretion, to redeem for cash all or a portion of the Warrants at any time. In addition, at any time that the Warrants are exercisable, each Stockholder shall have the option, in their sole discretion, to put to Alloy for cash all or a portion of the Warrant(s) then held by such Stockholder, provided that no such put would disqualify the Merger from treatment as a tax free "reorganization" under the Code. For purposes of any such redemption or put, the aggregate value of the Warrants shall be equal to the then current Minimum Value, as defined in the Warrants. Any such redemption or put shall be consummated in the manner and at the time(s) set forth in the Warrants. In addition, under no circumstances shall Alloy be obligated to issue any shares of Alloy Common Stock under the Warrant if, but only to the extent that, such shares, when aggregated with the Merger Shares and Additional Merger Shares, if any, issued pursuant to this Agreement, would result in the issuance of a number of shares of Alloy Common Stock that exceeds 19.9% of the total number of shares of Alloy Common Stock outstanding as of th...
Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. Section 2.1 Effect on Capital Stock . . . . . . . . . . . . . . . 3 (a) Cancellation of Treasury Stock and Company-Owned Stock. . . . . . . . . . . . . . . . . . . . . . . . 3 (b)
Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. ..3 Section 2.1.......
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Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates 

Related to Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates

  • Effect of the Merger on Capital Stock Exchange of Certificates Equity-Based Awards

  • Effect of the Merger on Capital Stock At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holder of any capital stock of Parent, Merger Sub or the Company:

  • 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 their stockholders:

  • Merger or Consolidation of the Company The Company shall keep in full effect its existence, rights and franchises as a corporation, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement. Any person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided, however, that the successor or surviving Person shall be an institution (i) having a net worth of not less than $25,000,000, (ii) whose deposits are insured by the FDIC through the BIF or the SAIF, and (iii) which is a Xxxxxx Xxx and Xxxxxxx Mac-approved company in good standing.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

  • Effect of Reclassification, Consolidation, Merger or Sale If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock include shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article XVI herein. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at his address appearing on the Note register provided for in Section 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 15.5 shall not apply.

  • 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.

  • Reorganization, Reclassification, Consolidation, Merger or Sale (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate or merge with or into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering Event is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national exchange or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national exchange or the OTC Bulletin Board, then the Holder shall have the right to demand that the Issuer pay to the Holder an amount equal to the value of this Warrant according to the Black-Scholes formula.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

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