Exchange of Company Capital Stock Sample Clauses

Exchange of Company Capital Stock. As of the Effective --------------------------------- Time of the Merger, each share of Company Capital Stock that is issued and outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Sub, the Company, or the Principal Shareholders be canceled and extinguished and converted into (i) the right to receive from Parent 480,000 shares of the Parent's common stock, par value $.001 per share (the "Parent Common Stock"), divided by the total ------------------- number of shares of Company Capital Stock outstanding immediately prior to the Effective Time (the "Share Price"); plus (ii) an amount of cash (the "Cash ----------- ---- Amount") equal to (A) $7,750,000 minus the Option Purchase Amount (as defined ------ below) divided by (B) the total number of outstanding shares of Company Capital Stock outstanding immediately prior to the Effective Time. The number of shares of Parent Common Stock to be issued in the Merger pursuant to this Section 1.6(a) and the aggregate cash to be paid in the Merger pursuant to this Section 1.6(a) shall hereinafter collectively be referred to as the "Merger ------ Consideration," and the number of shares of Parent Common Stock to be issued in ------------- the Merger per share of Company Capital Stock pursuant to this Section 1.6(a) and the amount of cash to be paid per share of Company Capital Stock pursuant to this Section 1.6(a) shall hereinafter be referred to as the "Merger ------ Consideration Per Share." "Option Purchase Amount" shall be the amount equal to ----------------------- the aggregate amount payable to all holders of Company Options pursuant to Section 1.6(e) below.
Sample 1
AutoNDA by SimpleDocs
Exchange of Company Capital Stock. (a) Promptly following the Closing, the Company will arrange for each holder of record (a “Shareholder”) of Company Capital Stock outstanding immediately prior to the Effective Time to deliver to Parent, or to an exchange agent, transfer agent or other agent designated by Parent (“Parent’s Agent”), appropriate evidence of such holder's interest in shares of Company Capital Stock (“Company Certificates”), together with a transmittal letter and an appropriate assignment signed by such holder, in exchange for the number of whole shares of Parent Common Stock into which such interest has been converted as provided in Section 1.4(a), and the Company Certificate(s) so surrendered will be canceled.
Sample 1
Exchange of Company Capital Stock. (a) Promptly following the Effective Time, upon surrender of a Certificate(s) for cancellation or an instrument or instruments, including a properly executed and delivered Optionholder Notice or Warrantholder Notice, which immediately prior to the Effective Time represented (i) outstanding shares of Company Capital Stock whose shares were converted into the right to receive the Merger Consideration as set forth herein, (ii) Company Options which were converted into the right to receive the Merger Consideration as set forth herein and (iii) Company Warrants which were converted into the right to receive the Merger Consideration as set forth herein, together with a letter of transmittal, in the form to be approved and agreed to by both Parent and the Company which will, when agreed to by those parties, be attached hereto as Exhibit E (a "Letter of Transmittal"), duly completed and validly executed, and such other documents as may reasonably be required by Parent pursuant to the instructions, the Certificate or instrument so surrendered shall be cancelled, and, with respect to each share represented thereby, the holder thereof shall be entitled to receive in exchange therefor the applicable Merger Consideration payable with respect thereto, to be distributed by Parent as soon as practicable after the Effective Time. In the event of a transfer of ownership of Company Capital Stock that is not registered in the transfer records of the Company, it shall be a condition to the issuance of Merger Consideration that the Certificate(s) so surrendered shall be properly endorsed or be otherwise in proper form for transfer and that such transferee shall establish to the satisfaction of Parent that any applicable transfer tax has been paid or was not payable.
Sample 1
Exchange of Company Capital Stock. At the Closing (or if the Effective Time is after the Closing, at the Effective Time), Purchaser shall, or shall cause the Surviving Corporation to, pay to any Person who holds shares of Company Capital Stock as of immediately prior to the Effective Time and who delivers or causes to be delivered to Purchaser, not less than two (2) Business Days prior to the Closing Date (i) such holder’s Certificate(s) or, if such holder’s Certificate(s) have been lost, stolen or destroyed, the documents described in Section 3.7(d) and (ii) a duly executed Share Letter of Transmittal, the Initial Per Share Merger Consideration for each of such holder’s shares of Company Capital Stock represented by such Certificate(s) by wire transfer of immediately available funds to the account specified in writing by such holder to Purchaser. Following the Effective Time, Purchaser shall, or shall cause the Surviving Corporation to, pay to any Person who holds shares of Company Capital Stock as of immediately prior to the Effective Time and who delivers or causes to be delivered to the Surviving Corporation (I) such holder’s Certificate(s) or, if such holder’s Certificates(s) have been lost, stolen or destroyed, the documents described in Section 3.7(d) and (II) a duly executed Share Letter of Transmittal, the Initial Per Share Common Merger Consideration for each of such holder’s shares of Company Capital Stock represented by such Certificate(s) by wire transfer of immediately available funds to the account specified in writing by such holder to Purchaser. If a transfer of ownership of shares of Company Capital Stock has occurred prior to the Effective Time but has not been registered in the transfer records of the Company, payment of the proper amount referred to in the second sentence of this Section 3.7(b) shall be delivered to the transferee if the Certificate(s) representing such shares of Company Capital Stock or, if such holder’s Certificate(s) have been lost, stolen or destroyed, the documents described in Section 3.7(d), and a duly executed Share Letter of Transmittal are presented to the Surviving Corporation accompanied by all documents and endorsements required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as provided in this Section 3.7, each Certificate representing shares of Company Capital Stock shall be deemed at any time after the Effective Time to represent only the right to receive th...
Sample 1
Exchange of Company Capital Stock 
Sample 1Sample 2Sample 3

Related to Exchange of Company Capital Stock

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • 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 shares of Company Common Stock, Parent Stock (as defined below) or any capital stock of Merger Sub:

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Company Capitalization The Company has an authorized capitalization as set forth in the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.

  • Company Capital No Member shall be paid interest on any Capital Contribution to the Company or on such Member’s Capital Account, and no Member shall have any right (i) to demand the return of such Member’s Capital Contribution or any other distribution from the Company (whether upon resignation, withdrawal or otherwise), except upon dissolution of the Company pursuant to Section 20.3 hereof, (ii) to cause a partition of the Company’s assets, or (iii) to own or use any particular or individual assets of the Company.

  • Company Capital Structure In the case of the Company, the authorized capital stock of the Company consists of 500,000,000 shares of Company Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of the Measurement Date, (i) 228,209,888 shares of Company Common Stock (excluding treasury shares) were issued and outstanding (including 119,422 shares of Company Common Stock subject to outstanding Company Restricted Stock Awards), (ii) no shares of Company Common Stock were held by the Company in its treasury and (iii) no shares of Company Preferred Stock were issued and outstanding. All of the outstanding shares of Company Common Stock have been duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. The Company has no shares of Company Common Stock or Company Preferred Stock reserved for issuance, except that, as of the Measurement Date, there were (a) 3,913,542 shares of Company Common Stock reserved for future issuance under the Company Stock Plans, (b) 867,802 shares of Company Common Stock subject to outstanding Company Option Awards, and such Company Option Awards have a weighted average exercise price of $21.03 per share, (c) 5,311,304 shares of Company Common Stock subject to outstanding Company RSU Awards, and (d) 5,494,388 shares of Company Common Stock subject to outstanding Company PSU Awards (assuming maximum performance and excluding those Company PSU Awards that pursuant to their terms may only be settled in cash). Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and each of the outstanding shares of capital stock or other securities of each of the Company’s Significant Subsidiaries is owned beneficially and of record by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Encumbrance (excluding such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions). Except for the Company Stockholders Agreement, as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, call agreements, understandings, claims or other agreements, commitments or rights of any type relating to the issuance, sale, redemption or transfer by the Company of any equity securities of the Company or its Subsidiaries, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of the Company or its Subsidiaries and neither the Company nor any of its Subsidiaries has any obligation to issue any additional securities or to pay for or repurchase any securities of the Company or its Subsidiaries. The shares of Company Common Stock are registered under the Exchange Act. Since the Measurement Date and through the date of this Agreement, the Company has not (A) issued any shares of Company Common Stock (other than upon the exercise or settlement of Company Equity Awards outstanding as of the Measurement Date) or (B) granted any Company Equity Awards or similar awards. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

  • 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.

  • No Further Ownership Rights in Company Capital Stock All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Capital Stock in accordance with the terms hereof (including any cash paid in respect thereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Capital Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

  • 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;

  • Mergers, Recapitalizations, Stock Splits, Etc Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the Common Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock split, stock dividend or otherwise) shall result in an adjustment, reduction or enlargement, as appropriate, in Participant’s rights with respect to any unexercised portion of the Option (i.e., Participant shall have such “anti-dilution” rights under the Option with respect to such events, but shall not have “preemptive” rights).

Time is Money Join Law Insider Premium to draft better contracts faster.