PAYMENT FOR PARENT SHARES IN THE MERGER. The manner of exchanging certificates formerly representing shares of Company Stock for certificates representing shares of Parent Common Stock in the Merger shall be as follows:
PAYMENT FOR PARENT SHARES IN THE MERGER Sample Clauses
Related to PAYMENT FOR PARENT SHARES IN THE MERGER
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.
Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."
Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------
Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.
Company Shareholder Approval The Company Shareholder Approval shall have been obtained.
Purchase and Sale of Company Shares Sale of Company Shares
Parent Shareholder Approval The Parent Shareholder Approval shall have been obtained.
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").
Purchase of Shares in Offer Parent, the Purchaser or their affiliates shall have purchased Shares pursuant to the Offer; and
The Share Exchange Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):
