Examples of NEAH Securities in a sentence
Until so surrendered, each outstanding certificate which, prior to the Effective Time, represented NEAH Securities shall be deemed for all corporate purpose, subject to the further provisions of this Article I, to evidence the ownership of the number of whole Merger Shares for which such NEAH Securities have been so exchanged.
No dividend payable to holders of Merger Shares of record as of any date subsequent to the Effective Time shall be paid to the owner of any certificate which, prior to the Effective Time, represented NEAH Securities, until such certificate or certificates representing all the relevant NEAH Securities, together with a stock transfer form, are surrendered as provided in this Article I or pursuant to letters of transmittal or other instructions with respect to lost certificates provided by the Exchange Agent.
At the Closing, the NEAH Security Holders shall have delivered the certificates representing the NEAH Securities duly endorsed (or with executed stock powers) so as to make GROWTH the sole owner thereof.
The NEAH Securities set forth on Schedule 2.3 represent 100% of the issued and outstanding capital stock of NEAH and Schedule 2.3 also sets forth the NEAH Fully-Diluted Common Stock, including all additional shares of NEAH Common Stock issuable upon exercise of outstanding warrants and other rights to acquire NEAH Securities.
The NEAH Security Holders set forth on Schedule 2.3 are the owners of record and beneficially of all of the issued and outstanding shares of NEAH Common Stock, options and warrants to purchase shares of NEAH Common Stock, which NEAH Securities, to the best of NEAH’s knowledge, are owned free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.
GROWTH's corporate counsel, David Otto, Esq., shall act as the exchange agent (the "Exchange Agent") for the purpose of exchanging NEAH Securities for the Merger Shares.
The NEAH Security Holders set forth on SCHEDULE 2.3 are the owners of record and beneficially of all of the issued and outstanding shares of NEAH Common Stock, options and warrants to purchase shares of NEAH Common Stock, which NEAH Securities, to the best of NEAH's knowledge, are owned free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.
GROWTH's corporate counsel, David Otto, Esq., shall act as the exchange agent (the "EXCHANGX XXXXX") for the purpose of exchanging NEAH Securities for the Merger Shares.
All NEAH Securities shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such NEAH Securities shall cease to have any rights with respect thereto, except the right to receive the Merger Shares to be issued pursuant to this Section 1.2(a) (fractional shares may be issued rounded to the hundredth decimal point) upon the surrender of such certificate in accordance with Section 1.8, without interest.
All certificates representing NEAH Securities converted into the right to receive Merger Shares pursuant to this Article I shall be furnished to GROWTH subsequent to delivery thereof to the Exchange Agent pursuant to this Agreement.