Exchange of the Company Stock Sample Clauses

Exchange of the Company Stock. (i) From and after the Effective Time, upon surrender of a certificate or certificates which immediately prior thereto represented outstanding shares of the capital stock of the Company duly endorsed in blank (the "Certificate" or "Certificates"), the Certificate or Certificates so surrendered shall forthwith be canceled, and the Shareholders thereafter shall be entitled to receive the Merger Consideration in accordance with Sections 3(a) and (b) hereof. No portion of the Merger Consideration to be received pursuant to Sections 3(a) and (b) upon exchange of a Certificate may be issued to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered. From the Effective Time until surrender in accordance with the provisions of this Section 3(d), each Certificate shall represent
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Exchange of the Company Stock. On the Effective Date, the Company shall, upon the effectiveness of the Restated Certificate and subject to the terms and conditions set forth herein, issue to each Stockholder shares of New Common in exchange for his, her or its respective shares of Company Stock, which shares of Company Stock shall be cancelled immediately thereafter. Each Stockholder shall receive the number of shares of New Common set forth opposite his, her or its name on Exhibit A attached hereto (after giving effect to the Conversion and the Reverse Stock Split). Each Stockholder acknowledges and agrees that all certificates representing shares of Company Stock that are outstanding immediately prior to the Effective Date (the “Original Certificates”) shall, upon the Effective Date, be deemed to represent only the right to receive a replacement certificate (each, a “Replacement Certificate”) representing the applicable number of shares of New Common to be received on or after the Effective Date (after giving effect to the Conversion and the Reverse Stock Split). The Stockholders acknowledge and agree that, upon the issuance of the New Common in exchange for his, her or its respective shares of Company Stock, the Original Certificates shall be deemed cancelled without any further action on the part of the Company, any Stockholder or any other person or entity. Each Stockholder acknowledges and agrees that the Company shall not be obligated to deliver any Replacement Certificates until the closing of the Offering has occurred (including the sale of Secondary Shares in connection with the Offering, if any).
Sample 1
Exchange of the Company Stock. At the Closing, the Company shall, upon the effectiveness of the Restated Certificate and subject to the terms and conditions set forth herein, issue to each Stockholder shares of New Common, on a one-for-one basis, in exchange for the respective shares of Company Stock held by such Stockholder, which shares of Company Stock shall be cancelled immediately thereafter. The holders of Company Stock acknowledge and agree that all certificates representing shares of Company Stock that are outstanding immediately prior to the Closing Date (the “Original Certificates”) shall upon the consummation of the Conversion be deemed to represent only the right to receive a replacement certificate (each, a “Replacement Certificate”) representing the applicable number of shares of New Common to be received upon the Closing Date by a holder as a result of the Conversion. The Stockholders acknowledge and agree that, upon the issuance of Replacement Certificates, the Original Certificates shall be deemed cancelled without any further action on the part of the Company or the Stockholders.
Sample 1
Exchange of the Company Stock. Subject to the provisions of this Section 2, each share of the Company Stock issued and outstanding immediately prior to the Closing Date (other than shares of the Company Stock owned by Buyer or by any subsidiary of Buyer and shares of the Company Stock owned by the Company or any subsidiary of the Company) shall, as of the Closing Date, by virtue of the Filing and without any action on the part of the holders thereof, be converted into the right to receive 0.836 (the "Exchange Ratio") of an authorized validly issued, fully paid and non-assessable share of the Buyer Stock (the "Consideration"). If prior to the Closing Date, Buyer should split or combine the Buyer Stock, or pay a share dividend or other distribution in shares of the Buyer Stock, or otherwise change the Buyer Stock into any other securities, the Exchange Ratio will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change.
Sample 1

Related to Exchange of the Company Stock

  • Exchange of Stock On the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing (as defined in Section 1.3 below) Purchaser will purchase from Stockholder, and Stockholder will sell, convey and assign to Purchaser all of the Company 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.

  • Issuance of Parent Common Stock When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Exchange of Common Shares for Rights The Board of Directors of the Company may, at its option, at any time after the occurrence of a Trigger Event, exchange Common Shares for all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11.1.2) by exchanging at an exchange ratio of that number of Common Shares having an aggregate value equal to the Spread (with such value being based on the current per share market price (as determined pursuant to Section 11.4) on the date of the occurrence of a Trigger Event) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right being hereinafter referred to as the "Exchange Consideration"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the Common Shares then outstanding. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exchanged pursuant to this Section 27.1 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27.1. The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

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

  • Exchange of Warrants Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

  • 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:

  • 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.

  • 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).

  • Issuance of the Company’s Common Stock The sale of the shares of Common Stock shall be made in accordance with the provisions and requirements of Regulation D and any applicable state securities law.

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