Effect on Capital Stock and Options Sample Clauses

Effect on Capital Stock and Options. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Stock or the holder of any shares of capital stock of Merger Sub:
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Effect on Capital Stock and Options. (a) Reverse Split. By virtue of the Reverse Acquisition, automatically and without any action on the part of the holder thereof: (i) each nineteen and one-half shares of Common Stock of Greenway issued and outstanding immediately prior to the Effective Time shall become and be converted into one share of common stock, (19.5:1) $0.001 par value, of Greenway Stock ("The Reverse Split Stock") prior to Closing.
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Effect on Capital Stock and Options. (a) At least five (5) days prior to the Closing Date, the Company shall prepare and deliver to Acquiror a certificate in a form reasonably acceptable to Acquiror (the “Allocation Certificate”) signed by the Chief Executive Officer of the Company certifying, in each case as of the Closing: (i) the identity of each record holder of Company Capital Stock and the number of shares of Company Common Stock and/or Company Preferred Stock held by each such Company Stockholder; (ii) the identity of each Company Optionholder and the number of shares of Company Common Stock subject to each Company Option held by such Company Optionholder; (iii) the calculation of the Option Consideration; (iv) the amount, as determined by the Board of Directors of the Company in good faith, of the Total Merger Consideration required to be paid to each Company Stockholder under the Company Certificate of Incorporation and other applicable agreements, expressed in terms of Cash Consideration, Stock Consideration and Pro Rata Share of the Milestone Payments; (v) the amount, as determined by the Board of Directors of the Company in good faith, of the Total Merger Consideration to be paid to each Company Optionholder, expressed in terms of Cash Consideration; (vi) the amount of any required Tax withholding (if any) from the Closing Payment and the Milestone Payments (based on a reasonable projection of the amount of the Milestone Payments to be paid with respect to each such Company Stockholder); (vii) the Pro Rata Share of each Effective Time Holder and the interest in dollar terms of each Effective Time Holder in the Holdback Amount and any interest accruing thereon; (viii) the amount of any required Tax withholding from the Holdback Amount and any accrued interest assuming the entire amount is released with respect to each Effective Time Holder; and (ix) all information on which the calculations in the Allocation Certificate are based. The Stock Consideration shall be issued and allocable only to the Founders. The Allocation Certificate shall be deemed the definitive calculation of the Total Merger Consideration payable to the Company Securityholders (except with respect to changes resulting from adjustments to the Total Merger Consideration under ARTICLE IX).
Sample 1
Effect on Capital Stock and Options. Subject to the terms and ----------------------------------- conditions of this Agreement, including, without limitation, the escrow provisions set forth in Article VII, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of the Company Capital Stock, Company Options or Company Restricted Stock, the following shall occur:
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Effect on Capital Stock and Options. (a) On the terms and subject to the conditions set forth in this Agreement:
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Effect on Capital Stock and Options 
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Related to Effect on Capital Stock and Options

  • 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:

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Treatment of Stock Dividends, Stock Splits, etc In case the Company at any time or from time to time after the date hereof shall declare or pay any dividend on the Common Stock payable in Common Stock, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock), then, and in each such case, Additional Shares of Common Stock shall be deemed to have been issued (a) in the case of any such dividend, immediately after the close of business on the record date for the determination of holders of any class of securities entitled to receive such dividend, or (b) in the case of any such subdivision, at the close of business on the day immediately prior to the day upon which such corporate action becomes effective.

  • 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:

  • Dividends; Changes in Capital Stock Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it;

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

  • Capital Stock and Related Matters The authorized Equity Interests as of the Agreement Date of each Borrower Party and each Subsidiary of a Borrower Party that is a corporation and the number of shares of such Equity Interests that are issued and outstanding as of the Agreement Date are as set forth on Schedule 5.1(d). All of the shares of such Equity Interests in Domestic Subsidiaries that are issued and outstanding as of the Agreement Date have been duly authorized and validly issued and are fully paid and non-assessable. None of such Equity Interests in Domestic Subsidiaries have been issued in violation of the Securities Act, or the securities, “Blue Sky” or other Applicable Laws of any applicable jurisdiction. As of the Agreement Date, the Equity Interests of each such Borrower Party (other than Parent) and each such Subsidiary of a Borrower Party are owned by the parties listed on Schedule 5.1(d) in the amounts set forth on such schedule and a description of the Equity Interests of each such party is listed on Schedule 5.1(d). As of the Agreement Date, except as described on Schedule 5.1(d), no Borrower Party (other than Parent) or any Subsidiary of a Borrower Party has outstanding any stock or securities convertible into or exchangeable for any shares of its Equity Interests, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Equity Interests or any stock or securities convertible into or exchangeable for any Equity Interests. Except as set forth on Schedule 5.1(d), as of the Agreement Date, no Borrower Party or any Subsidiary of any Borrower Party is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or to register any shares of its Equity Interests, and there are no agreements restricting the transfer of any shares of such Borrower Party’s or such Subsidiary’s Equity Interests.

  • Adjustments for Stock Splits, Stock Dividends, etc If from time to time while this Agreement shall remain in force and effect there is any stock split-up, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Stockholder is entitled by reason of his ownership of Shares shall be immediately subject to the restrictions on transfer and other provisions of this Agreement in the same manner and to the same extent as such Shares.

  • Parent Common Stock The issuance and delivery by Parent of shares of Parent Common Stock in connection with the Merger and this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent. The shares of Parent Common Stock to be issued in connection with the Merger and this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and not subject to preemptive rights of any sort.

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