KNOGO Stock Sample Clauses

KNOGO Stock. At the KNOGO Effective Time, by virtue of the KNOGO Merger and without any action on the part of any of the parties hereto or the holders of any shares of the capital stock of SENTRY, VIDEO OR KNOGO, each 1.2022 shares of KNOGO common stock, par value $0.01 per share (the "KNOGO Shares"), which is issued and outstanding immediately prior to the KNOGO Effective Time shall be converted into and represent the right to receive one share of SENTRY Common Stock (the "KNOGO Common Stock Consideration"), plus one share of preferred stock, par value $0.001 per share, of SENTRY ("SENTRY Class A Preferred Stock"; such SENTRY Class A Preferred Stock having the terms set forth in Exhibit A attached hereto) (together with the KNOGO Common Stock Consideration, the "KNOGO Merger Consideration" and with the VIDEO Merger Consideration, collectively, the "Merger Consideration"). All such KNOGO Shares shall no longer be outstanding and shall automatically be canceled and extinguished and shall cease to exist, and each certificate which immediately prior to the KNOGO Effective Time evidenced any such KNOGO Shares ("KNOGO Certificates") shall thereafter represent the right to receive (without interest), upon surrender of such KNOGO Certificate in accordance with the provisions of Section 3.6, the KNOGO Merger Consideration multiplied by the number of KNOGO Shares evidenced by such KNOGO Certificate. The holders of KNOGO Certificates previously evidencing KNOGO Shares outstanding immediately prior to the KNOGO Effective Time shall cease to have any rights with respect thereto (including, without limitation, any rights to vote or to receive dividends and distributions in respect of such KNOGO Shares), except as otherwise provided herein or by law. At the KNOGO Effective Time, each KNOGO Share held in KNOGO's treasury immediately prior to the KNOGO Effective Time shall, by virtue of 5 the KNOGO Merger, be canceled and retired and cease to exist, without any conversion thereof. All other classes of KNOGO stock held in treasury shall also be canceled.
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Related to KNOGO Stock

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

  • No Fractional Shares of Parent Common Stock (a) No certificates or scrip of shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

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

  • Equity Shares Transferable shares of beneficial interest of the Corporation of any class or series, including common shares or preferred shares.

  • Reservation of Shares of Common Stock The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Registration of Shares of Common Stock The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

  • 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.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

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

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