Common use of Company Stock Clause in Contracts

Company Stock. Subject to clause (b) below, all shares of Company Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration (as it may be adjusted after the Closing pursuant to Section 1.14), with the Company Stockholder being entitled to receive the Cash Consideration and the CUBI Stockholders entitled to receive the Merger Consideration Shares, without interest, upon surrender of the Company Stockholder’s certificates representing shares of Company Common Stock (the “Company Certificates”). As of the Effective Time, the Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Megalith Financial Acquisition Corp), Agreement and Plan of Merger (Customers Bancorp, Inc.)

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Company Stock. Subject to clause (b) below, all shares of Company Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration (as it may be adjusted after the Closing pursuant to Section 1.14), with the Company Stockholder being entitled to receive the Cash Consideration and the CUBI Stockholders entitled to receive the Merger Consideration SharesConsideration, without interest, upon surrender of the Company Stockholder’s its certificates representing shares of Company Common Stock (the “Company Certificates”). As of the Effective Time, the Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Customers Bancorp, Inc.), Agreement and Plan of Merger (Megalith Financial Acquisition Corp)

Company Stock. Subject to clause (b) below, all shares of Company Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration (as it may be adjusted after the Closing pursuant to Section 1.14)Consideration, with the each Company Stockholder being entitled to receive the Cash Consideration and the CUBI Stockholders entitled to receive its Pro Rata Share of the Merger Consideration SharesConsideration, without interest, upon surrender delivery of the Company Stockholder’s certificates representing shares of Company Common Stock (the “Company Certificates”)Transmittal Documents in accordance with Section 1.11. As of the Effective Time, the each Company Stockholder shall cease to have any other rights in and to the Company or the Surviving CorporationCorporation (other than the rights set forth in Section 1.14 below).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PowerUp Acquisition Corp.), Agreement and Plan of Merger (Semper Paratus Acquisition Corp)

Company Stock. Subject to clause (b) below, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration (as it may be adjusted after the Closing pursuant to Section 1.14), with the Company Stockholder being entitled to receive the Cash Consideration and the CUBI Stockholders entitled to receive the Merger Consideration SharesConsideration, without interest, upon surrender delivery of the Company Stockholder’s certificates representing shares of Company Common Stock (the “Company Certificates”)Transmittal Documents in accordance with Section 1.11. As of the Effective Time, the Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digital Ally, Inc.), Agreement and Plan of Merger (Clover Leaf Capital Corp.)

Company Stock. Subject to clause (b) below, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration (as it may be adjusted after the Closing pursuant to Section 1.14), with the Company Stockholder being entitled to receive the Cash Consideration and the CUBI Stockholders entitled to receive the Merger Consideration SharesConsideration, without interest, upon surrender delivery of the Company Stockholder’s certificates representing shares of Company Common Stock (the “Company Certificates”)Transmittal Documents in accordance with Section 1.10. As of the Effective Time, the Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aesther Healthcare Acquisition Corp.)

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Company Stock. Subject to clause (b) below, all shares of Company Stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Company Preferred Stock Exchange) will automatically be cancelled and cease to exist in exchange for the right to receive the Stockholder Merger Consideration (as it may be adjusted after the Closing pursuant to Section 1.14)Consideration, with the each Company Stockholder being entitled to receive its portion of the Cash Consideration and Stockholder Merger Consideration, including the CUBI Stockholders entitled to receive the Merger Consideration SharesTransferred Sponsor Warrants in accordance with Section 1.9, without interest, upon surrender delivery of the Company Stockholder’s certificates representing shares of Company Common Stock (the “Company Certificates”)Transmittal Documents in accordance with Section 1.11. As of the Effective Time, the each Company Stockholder shall cease to have any other rights in and to the Company or the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stellar Acquisition III Inc.)

Company Stock. Subject to clause (b) below, all shares of Company Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration (as it may be adjusted after the Closing pursuant to Section 1.14)Consideration, with the each Company Stockholder being entitled to receive the Cash Consideration and the CUBI Stockholders entitled to receive its Pro Rata Share of the Merger Consideration SharesConsideration, without interest, upon surrender delivery of the Company Stockholder’s certificates representing Transmittal Documents in accordance with Section 1.10. All shares of Company Preferred Stock will be treated on an as-converted to Company Common Stock (the “Company Certificates”)basis. As of the Effective Time, the each Company Stockholder shall cease to have any other rights in and to the Company or the Surviving CorporationCorporation (other than the rights set forth in Section 1.14 below).

Appears in 1 contract

Samples: Agreement and Plan of Merger (AMCI Acquisition Corp.)

Company Stock. Subject to clause (bii) below, all shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration (as it may be adjusted after the Closing pursuant to Section 1.14), with the Company Stockholder being entitled to receive the Cash Consideration and the CUBI Stockholders entitled to receive the Merger Consideration SharesConsideration, without interest, upon surrender delivery of the Company Stockholder’s certificates representing shares of Company Common Stock (the “Company Certificates”)transmittal documents in accordance with Section 2.8. As of the Effective Time, the Company Stockholder Stockholders shall cease to have any other rights in and to the Company or the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verde Bio Holdings, Inc.)

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