EXCHANGE OF VOYAGER COMMON STOCK AND VOYAGER PREFERRED STOCK FOR MERGER CONSIDERATION Sample Clauses

EXCHANGE OF VOYAGER COMMON STOCK AND VOYAGER PREFERRED STOCK FOR MERGER CONSIDERATION. (a) At the Closing or as soon as practicable thereafter, each holder of shares of Voyager Common Stock or Voyager Preferred Stock shall surrender to Xxxxxx for cancellation the Voyager Certificate(s) held by such holder, together with a duly executed Letter of Transmittal in the form of Exhibit 2.3(a) hereto. Upon surrender of such Voyager Certificate(s), such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Xxxxxx Common Stock to which such holder shall have become entitled pursuant to the provisions of Section 2.1(a). Any holder of a Voyager Certificate(s) that has been lost or destroyed may nevertheless obtain the Merger Consideration into which the shares of Voyager Common Stock or Voyager Preferred Stock represented by such Voyager Certificate(s) have been converted pursuant to the provisions of Section 2.1, provided such holder delivers to Xxxxxx a statement certifying such loss or destruction and providing for indemnity reasonably satisfactory to Xxxxxx against any loss or expense it may incur as a result of such lost or destroyed Voyager Certificate(s) being thereafter surrendered to Xxxxxx. Until surrendered in accordance with the provisions of this Section 2.3(a), each Voyager Certificate shall represent, for all purposes, only the right to receive the Merger Consideration.
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Related to EXCHANGE OF VOYAGER COMMON STOCK AND VOYAGER PREFERRED STOCK FOR MERGER CONSIDERATION

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Stock Consideration 3 subsidiary...................................................................53

  • Changes in Common Stock or Preferred Stock If, and as often as, there is any change in the Common Stock or the Preferred Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock or the Preferred Stock as so changed.

  • 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:

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Common Shares 4 Company...................................................................................... 4

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • 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.

  • Common Stock 1 Company........................................................................1

  • Conversion of Merger Sub Common Stock At the Effective Time, 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 one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

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