THE COMPANY SECURITIES Sample Clauses

THE COMPANY SECURITIES. (a) Subject to the provisions of Article IX hereof, at the Effective Time, each share of common stock of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than any share of Company Common Stock as to which any stockholder has exercised its dissenters rights under the GBCC (a "Dissenting Share")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive .308659 (the "Exchange Ratio") of one validly issued, fully paid and non-assessable share of common stock of Parent, $.01 par value ("Parent Common Stock").
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THE COMPANY SECURITIES. (a) Subject to the provisions of Article IX hereof, at the Effective Time, each share of common stock of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than any share of Company Common Stock as to which any stockholder has exercised its dissenters rights under the MGCL (a "Dissenting Share")) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such number of validly issued, fully paid and non-assessable shares of common stock of Parent, $.001 par value ("Parent Common Stock") arrived at by multiplying each share of Company Common Stock by a fraction, the numerator of which is 3,500,000 and the denominator of which is the total number of issued and outstanding shares of Company Common Stock as of the date hereof (the "Share Exchange Ratio").
Sample 1
THE COMPANY SECURITIES. (a) At the Effective Time, the shares of each class of the preferred stock (as converted to common) and the common stock of the Company (the "Company Stock") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the number of shares of the Parent's Common Stock (the "Share Exchange Ratio") calculated such that (i) all outstanding shares of Company Stock on a Fully Diluted Basis (as defined below) immediately prior to Effective Time. For purposes hereof, "
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THE COMPANY SECURITIES. The Company Securities shall have been terminated.
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Related to THE COMPANY SECURITIES

  • Company Securities Section 3.2(a)........................................11

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

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

  • Freedom to Trade in Company Securities The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • 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").

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

  • 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."

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