Merger Consideration Conversion and Exchange of Securities Sample Clauses

Merger Consideration Conversion and Exchange of Securities. 8 Section 3.1 Manner and Basis of Converting and Exchanging Capital Stock 8 Section 3.2 Surrender and Exchange of Certificates 8 Section 3.3 Options, Warrants 10 Section 3.4 Parent Common Stock 11 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 11 Section 4.1 Organization 11 Section 4.2 Authorization; Validity of Agreement 12 Section 4.3 Capitalization 12 Section 4.4 Consents and Approvals; No Violations 12 Section 4.5 Financial Statements 13 Section 4.6 No Undisclosed Liabilities 13 Section 4.7 Litigation 13 Section 4.8 No Default; Compliance with Applicable Laws 13 Section 4.9 Broker’s and Finder’s Fees 13 Section 4.10 Contracts 14 Section 4.11 Tax Returns and Audits 14 Section 4.12 Patents and Other Intangible Assets 15 Section 4.13 Employee Benefit Plans; ERISA 15 Section 4.14 Title to Property and Encumbrances 16 Section 4.15 Condition of Properties 16 Section 4.16 Insurance Coverage 16 Section 4.17 Environmental Matters 16 Section 4.18 Disclosure 17 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP 17 Section 5.1 Organization 17 Section 5.2 Authorization; Validity of Agreement 18 Section 5.3 Consents and Approvals; No Violations 18 Section 5.4 Litigation 18 Section 5.5 No Default; Compliance with Applicable Laws 19 Section 5.6 Broker’s and Finder’s Fees; Broker/Dealer Ownership 19 Section 5.7 Capitalization of Parent 19 Section 5.8 Acquisition Corp 18 Section 5.9 Validity of Shares 19 Section 5.10 SEC Reporting and Compliance 20 Section 5.11 Financial Statements 21 Section 5.12 No General Solicitation 21 Section 5.13 Absence of Undisclosed Liabilities 20 Section 5.14 Changes 21 Section 5.15 Tax Returns and Audits 22 Section 5.16 Employee Benefit Plans; ERISA 22 Section 5.17 Interested Party Transactions 23 Section 5.18 Questionable Payments 23 Section 5.19 Obligations to or by Stockholders 23 Section 5.20 Schedule of Assets and Contracts 23 Section 5.21 Environmental Matters 24 Section 5.22 Employees 25 Section 5.23 Title to Property and Encumbrances 25 Section 5.24 Condition of Properties 25 Section 5.25 Insurance Coverage 25 Section 5.26 Disclosure 25 Section 5.27 No Liabilities 25 ARTICLE VI CONDUCT OF BUSINESSES PENDING THE MERGER 26 Section 6.1 Conduct of Business by the Company Pending the Merger 26 Section 6.2 Conduct of Business by Parent and Acquisition Corp 27 ARTICLE VII ADDITIONAL AGREEMENTS 28 Section 7.1 Access and Information 28 Section 7.2 Additional Agreements 28 Section 7.3 Publicity 29 Section 7.4 App...
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Merger Consideration Conversion and Exchange of Securities. 12 Section 3.1 12 Section 3.2 13 Section 3.3 10 Section 3.4 15
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Merger Consideration Conversion and Exchange of Securities. 11 Section 3.1 Manner and Basis of Converting and Exchanging Capital Stock. 11 Section 3.2 Surrender and Exchange of Certificates 12 Section 3.3 Options, Warrants 10 Section 3.4 Parent Common Stock. 14 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 14 Section 4.1 Organization 14 Section 4.2 Authorization; Validity of Agreement 14 Section 4.3 Capitalization 15 Section 4.4 Consents and Approvals; No Violations. 15 Section 4.5 Financial Statements. 15 Section 4.6 No Undisclosed Liabilities 16 Section 4.7 Litigation. 16 Section 4.8 No Default; Compliance with Applicable Laws. 16 Section 4.9 Broker’s and Finder’s Fees 16 Section 4.10 Contracts. 16 Section 4.11 Tax Returns and Audits 17 Section 4.12 Patents and Other Intangible Assets 17 Section 4.13 Employee Benefit Plans; ERISA 18 Section 4.14 Title to Property and Encumbrances. 18 Section 4.15 Condition of Properties 19 Section 4.16 Insurance Coverage. 19 Section 4.17 Environmental Matters 19 Section 4.18 Disclosure. 20 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP. 20 Section 5.1 Organization 20
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Merger Consideration Conversion and Exchange of Securities. Section 3.1 Manner and Basis of Converting and Exchanging Capital Stock 6
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Merger Consideration Conversion and Exchange of Securities 
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Related to Merger Consideration Conversion and Exchange of Securities

  • Conversion of Securities Exchange of Certificates Section 2.1 Effect on Capital Stock 2 Section 2.2 Certain Adjustments 3 Section 2.3 Dissenting Shares 3 Section 2.4 Exchange of Company Common Stock 3 Section 2.5 Treatment of Company Stock Plans 6 Section 2.6 Treatment of Employee Stock Purchase Plan 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 3.1 Corporate Organization 7 Section 3.2 Capitalization 8 Section 3.3 Corporate Authorization 9 Section 3.4 No Conflicts 10 Section 3.5 Governmental Approvals 10 Section 3.6 Company SEC Filings; Financial Statements; Controls 10 Section 3.7 No Undisclosed Liabilities 11 Section 3.8 Absence of Certain Changes or Events 12 Section 3.9 Compliance with Laws; Permits 12 Section 3.10 Litigation 13 Section 3.11 Taxes 13 Section 3.12 Employee Benefit Plans and Related Matters; ERISA 14 Section 3.13 Material Contracts 16 Section 3.14 Intellectual Property 18 Section 3.15 Properties 19 Section 3.16 Environmental Matters 19 Section 3.17 Insurance 19 Section 3.18 Labor and Employment Matters 20 Section 3.19 Affiliate Transactions 20 Section 3.20 Customers and Suppliers 20 Section 3.21 Product Liability 20 Section 3.22 Takeover Statutes 21 Section 3.23 Brokers and Finders’ Fees 21 Section 3.24 Opinion of Financial Advisor 21 Section 3.25 No Other Representations and Warranties; Disclaimers 21 TABLE OF CONTENTS (continued) Page ARTICLE IV

  • Registration of Transfer and Exchange of Preferred Securities Certificates The Securities Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08, a Securities Register in which, subject to such reasonable regulations as it may prescribe, the Securities Registrar shall provide for the registration of Preferred Securities Certificates and the Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Preferred Securities Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar. Upon surrender for registration of transfer of any Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.08, the Administrative Trustees shall execute, authenticate and deliver in the name of the designated transferee or transferees one or more new Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication by the Administrative Trustee or Trustees. The Securities Registrar shall not be required to register the transfer of any Preferred Securities that have been called for redemption. At the option of a Holder, Preferred Securities Certificates may be exchanged for other Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.08. Every Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trustees and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Preferred Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Securities Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Preferred Securities Certificates, but the Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities Certificates.

  • Exchange of Securities Upon receipt of Instructions, the Custodian will exchange Securities held by it for a Fund for other Securities or cash paid in connection with any reorganization, recapitalization, merger, consolidation, conversion, or similar event, and will deposit any such Securities in accordance with the terms of any reorganization or protective plan. Unless otherwise directed by Instructions, the Custodian is authorized to exchange Securities held by it in temporary form for Securities in definitive form, to surrender Securities for transfer into a name or nominee name as permitted in Section 4(b)(2), to effect an exchange of shares in a stock split or when the par value of the stock is changed, to sell any fractional shares, and, upon receiving payment therefor, to surrender bonds or other Securities held by it at maturity or call.

  • Transfer and Exchange of Global Securities (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred.

  • Transfer and Exchange of Warrants The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be required.

  • Transfer and Exchange of Global Warrants The transfer and exchange of Global Warrants or beneficial interests therein shall be effected through the Depositary, in accordance with this Warrant Agreement and the procedures of the Depositary therefor.

  • Conversion of Securities At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:

  • Transfer and Exchange of Global Notes A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

  • Transfer and Exchange of Notes Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

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