Effect of the Mergers on Capital Stock Sample Clauses

Effect of the Mergers on Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any action on the part of the Company, Surviving Merger Sub or the holders of any securities of the Company or Surviving Merger Sub:
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Effect of the Mergers on Capital Stock. 6 Section 2.1 Initial Merger Effect on Capital Stock 6 Section 2.2 Subsequent Merger Effect on Capital Stock 7 Section 2.3 Exchange of Certificates 7 Section 2.4 Company Stock Options and RSUs 11 Section 2.5 Adjustments 12 Section 2.6 Parent Ordinary Shares 12 Article III Representations and Warranties of the Company 13 Section 3.1 Organization, Standing and Corporate Power 13 Section 3.2 Capitalization 14 Section 3.3 Authority; Noncontravention 16 Section 3.4 Governmental Approvals 17 Section 3.5 Company SEC Documents; Undisclosed Liabilities 17 Section 3.6 Absence of Certain Changes 19 Section 3.7 Legal Proceedings 19 Section 3.8 Compliance With Laws; Permits 19 Section 3.9 Tax Matters 20 Section 3.10 Employee Benefits Matters 21 Section 3.11 Labor Matters 23 Section 3.12 Environmental Matters 23 Section 3.13 Intellectual Property 24 Section 3.14 Anti-Takeover Provisions 26 Section 3.15 Property 26 Section 3.16 Contracts 26 Section 3.17 Insurance 29 Section 3.18 Opinion of Financial Advisor 29 Section 3.19 Brokers and Other Advisors 29 Section 3.20 Company Stockholder Approval 29 Section 3.21 Disclosure Documents 29 Section 3.22 Anti-Corruption 30 Section 3.23 Related Party Transactions 30 Section 3.24 No Other Representations or Warranties 30 TABLE OF CONTENTS (CONT’D) Page Article IV Representations and Warranties of Parent, Merger Sub and Merger Sub II 31 Section 4.1 Organization, Standing and Corporate Power 32 Section 4.2 Capitalization 32 Section 4.3 Authority; Noncontravention 34 Section 4.4 Governmental Approvals 35 Section 4.5 Parent Public Reports; Undisclosed Liabilities 35 Section 4.6 Absence of Certain Changes 37 Section 4.7 Legal Proceedings 37 Section 4.8 Compliance With Laws; Permits 37 Section 4.9 Tax Matters 38 Section 4.10 Employee Benefits Matters 39 Section 4.11 Labor Matters 40 Section 4.12 Environmental Matters 40 Section 4.13 Intellectual Property 41 Section 4.14 Anti-Takeover Provisions 42 Section 4.15 Contracts 42 Section 4.16 Brokers and Other Advisors 43 Section 4.17 Ownership and Operations of Merger Subs 44 Section 4.18 Share Ownership 44 Section 4.19 Parent Shareholder Approval 44 Section 4.20 Disclosure Documents 44 Section 4.21 Anti-Corruption 45 Section 4.22 Related Party Transactions 45 Section 4.23 No Other Representations or Warranties 45 Article V Covenants 46 Section 5.1 Conduct of Business 46 Section 5.2 Preparation of the Proxy Statement/Prospectus, Parent Prospectus and Parent Circulars; Shareholders Meetings 51 ...
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Effect of the Mergers on Capital Stock. EXCHANGE OF CERTIFICATES
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Effect of the Mergers on Capital Stock 
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Related to Effect of the Mergers on Capital Stock

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

  • 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:

  • Effect of the Mergers (a) At the First Effective Time, the effect of the First Merger shall be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of First Merger Sub and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of First Merger Sub and the Company set forth in this Agreement to be performed after the First Effective Time.

  • Effect of the Merger At the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

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

  • Effects of the Mergers The Mergers shall have the effects set forth in this Agreement and the applicable provisions of the DGCL.

  • Effects of the Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • 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.

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