Exchange of Certificates; Merger Consideration and Surviving Corporation Capital Stock Sample Clauses

Exchange of Certificates; Merger Consideration and Surviving Corporation Capital Stock. Each holder of record of Company Class A-1 Common Stock, Company Class A-2 Common Stock, Company Class A-3 Common Stock or Company Class A-4 Common Stock shall make an election on a form designated by Parent (an “Election Form”) as to the type of Merger Consideration such holder elects to receive as provided in Section 2.1(a). Any Company Capital Stock for which such holder of record has not, as of the Closing Date, properly submitted an Election Form shall be converted into Merger Consideration consisting of Class L Common Stock, par value $0.01 per share, of the Surviving Corporation in accordance with the exchange mechanism set forth in Section 2.1(a) (it being understood that the Company Stockholders who are employees of the Company shall elect to receive Class N Common Stock, par value $0.01 per share, of the Surviving Corporation). Each holder of record of Parent Class A-1 Common Stock or Parent Class A-2 Common Stock shall make an election on an Election Form as to the type of Capital Stock of the Surviving Corporation such holder elects to receive as provided in Section 2.1(c). Any Parent Class A-1 Common Stock or Parent Class A-2 Common Stock for which such holder of record has not, as of the Closing Date, properly submitted an Election Form shall remain outstanding as Surviving Class A-1 Common Stock or Surviving Class A-2 Common Stock, as applicable, in accordance with Section 2.1(c) (it being understood that the Parent Stockholders who are employees of Parent shall elect to receive Surviving Class N Common Stock). At the Closing (or as soon as practicable thereafter), upon surrender by the Company Stockholders to Parent of stock certificates representing all of the outstanding shares of Company Capital Stock (the “Stockholders’ Shares”), which certificates shall be accompanied by stock powers duly executed in blank, Parent shall deliver, or cause to be delivered, to each of the Company Stockholders, common stock certificates of the Surviving Corporation representing the portion of Merger Consideration such Company Stockholder is entitled based on the Stockholders’ Shares held by such Company Stockholder.
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Related to Exchange of Certificates; Merger Consideration and Surviving Corporation Capital Stock

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • 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.

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

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Recitals Merger Consideration 2.1(a) Merger Sub...................................................

  • Exchange of Stock Certificates On the effective date of the Merger, the Shareholders, as the holders of a certificate or certificates representing shares of Company common stock shall, upon surrender of such certificate or certificates, receive the Merger Consideration, and until the certificate or certificates of Company common stock shall have been surrendered by the Shareholder and replaced by a certificate or certificates representing Pentegra Common Stock (as set forth on ANNEX I), the certificate or certificates of Company common stock shall, for all purposes be deemed to evidence ownership of the number of shares of Pentegra Common Stock determined in accordance with the provisions of ANNEX I. All shares of Pentegra Common Stock issuable to the Shareholders in the Merger shall be deemed for all purposes to have been issued by Pentegra on the Closing Date. The Shareholders shall deliver to Pentegra at Closing the certificate or certificates representing the Company common stock owned by them, duly endorsed in blank by the Shareholders, or accompanied by duly executed blank stock powers, and with all necessary transfer tax and other revenue stamps, acquired at the Shareholder's expense, affixed and cancelled.

  • Merger and Consolidation Conversion 24 (a) Merger and Consolidation. 24 (b) Conversion 24 Section 4. Reorganization 25 Section 5. Amendments 25 Section 6. Filing of Copies, References, Headings 26 Section 7. Applicable Law 26 Section 8. Provisions in Conflict with Law or Regulations. 26 Section 9. Statutory Trust Only 26 Section 10. Fiscal Year 33 AGREEMENT AND DECLARATION OF TRUST OF

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

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