Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates Sample Clauses

Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. 2.1. TOTAL CONSIDERATION; EFFECT ON CAPITAL STOCK
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Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. 2.1 Effect on Capital Stock of the Constituent Corporations. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Saratoga or SJNB capital stock:
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Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. 2.1 Total Consideration; Effect on Capital Stock. The entire consideration (the "Aggregate Consideration") payable by Alloy with respect to all outstanding shares of Company Common Stock (other than shares canceled pursuant to Section 2.1(b), if any) (the "Outstanding Shares") shall be an aggregate of (i) the number of shares of Alloy Common Stock (subject to adjustment as hereinafter provided) (the "Total Alloy Share Amount") as is obtained by dividing (A) twelve million dollars ($12,000,000) by (B) $9.13 (the "Stipulated Price"); (ii) five million dollars ($5,000,000) in cash payable on the Closing Date (the "Closing Cash Payment"); (iii) four (4) quarterly cash payments of seven hundred thousand dollars ($700,000) each, commencing on the first day of the fourth calendar month following the Closing Date and continuing on the first day of each third calendar month thereafter until all such quarterly payments have been made in full (each, a "Quarterly Cash Payment"); and (iv) one or more warrants by Alloy to purchase additional shares of Alloy Common Stock, on the terms and conditions and in an aggregate amount (the "Total Warrant Share Amount") set forth in the form of Warrant attached as Exhibit A hereto (collectively, the "Warrants"). Notwithstanding the foregoing, and notwithstanding Section 1.6 of this Agreement, Alloy shall have the option, in its sole discretion, to redeem for cash all or a portion of the Warrants at any time. In addition, at any time that the Warrants are exercisable, each Stockholder shall have the option, in their sole discretion, to put to Alloy for cash all or a portion of the Warrant(s) then held by such Stockholder, provided that no such put would disqualify the Merger from treatment as a tax free "reorganization" under the Code. For purposes of any such redemption or put, the aggregate value of the Warrants shall be equal to the then current Minimum Value, as defined in the Warrants. Any such redemption or put shall be consummated in the manner and at the time(s) set forth in the Warrants. In addition, under no circumstances shall Alloy be obligated to issue any shares of Alloy Common Stock under the Warrant if, but only to the extent that, such shares, when aggregated with the Merger Shares and Additional Merger Shares, if any, issued pursuant to this Agreement, would result in the issuance of a number of shares of Alloy Common Stock that exceeds 19.9% of the total number of shares of Alloy Common Stock outstanding as of th...
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Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. PAYMENTS Section 3.1 Capital Stock 14 Section 3.2 Payments 15 Section 3.3 No Further Ownership Rights in Common Stock 16 Section 3.4 Equity Awards 17 Section 3.5 Earn-Out Consideration 18 Section 3.6 Dissenting Stockholders 21 Section 3.7 Withholding Rights 21 Article IV.
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Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. Section 2.1 Effect on Capital Stock . . . . . . . . . . . . . . . 3 (a) Cancellation of Treasury Stock and Company-Owned Stock. . . . . . . . . . . . . . . . . . . . . . . . 3 (b)
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Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates. 2.1 TOTAL CONSIDERATION; EFFECT ON CAPITAL STOCK. The entire consideration (the "Aggregate Consideration") payable by Parent with respect to all outstanding shares of capital stock of the Company (the "Outstanding Shares") and for all options (whether vested or unvested), warrants, rights, calls, commitments or agreements of any character to which the Company is a party or by which it is bound calling for the issuance of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for, or representing the right to purchase or otherwise receive, directly or indirectly, any such capital stock, or other arrangement to acquire, at any time or under any circumstance, capital stock of the Company or any such other securities (the "Convertible Securities") shall be an aggregate of the number of shares of Parent Common Stock (subject to adjustment as hereinafter provided in this Section 2.1) (the "Total Parent Share Amount") as is obtained by dividing (A) the sum of $11,820,000 and $3,600 (representing the aggregate exercise amount of all Company Options with an exercise price greater than the fair market value of a share of Company Common Stock) by (B) the average closing price of a share of Parent Common Stock on The Nasdaq Stock Market as reported in the Wall Street Journal for the twenty (20) most recent trading days ending on the day immediately preceding the Closing Date (the "Stipulated Price"); provided, however, that if the average closing price of a share of Parent Common Stock shall be less than $3.00, the average closing price shall be deemed to be $3.00 for purposes of the calculation of the Stipulated Price. For purposes of the calculation of the exchange ratios for Company Stock under Section 2.1(c) hereof, it is assumed that the number of Fully Diluted Company Shares is 14,931,178 shares of capital stock of the Company, which number excludes all Company Options which have an exercise price greater than the fair market value of a share of Company Common Stock, and which number shall be confirmed or updated at the Closing and reflected in the certificate of the Chief Executive Officer or Chief Financial Officer of the Company that is being provided to Parent and Acquisition Sub pursuant to Section 6.2(a) (the "Fully Diluted Company Share Amount"). At the Effective Time, subject and pursuant to the terms and conditions of this Agreement by virtue of the Merger and without any action on the part of the Consti...
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Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates 
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Related to Effect of the Merger on the Capital Stock of the Constituent Corporations Exchange of Certificates

  • Effect of the Merger on Capital Stock Exchange of Certificates Equity-Based Awards

  • Effect of the Merger on Capital Stock At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holder of any capital stock of Parent, Merger Sub or the Company:

  • Repurchase on Sale Merger or Consolidation of the Company For the purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. Upon the closing of any Acquisition, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing, and the Exercise Price shall be adjusted accordingly; provided that if pursuant to such Acquisition the entire outstanding class of Shares issuable upon exercise of the unexercised portion of this Warrant are cancelled and the total consideration payable to the holders of such class of Shares consists entirely of cash, then, upon payment to the holder of this Warrant of an amount equal to the amount such holder would receive if such holder held Shares issuable upon exercise of the unexercised portion of this Warrant and such Shares were outstanding on the record date for the Acquisition less the aggregate Exercise Price of such Shares, this Warrant shall be cancelled.

  • Effect of Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable:

  • Merger or Consolidation of the Company The Company shall keep in full effect its existence, rights and franchises as a corporation, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement. Any person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided, however, that the successor or surviving Person shall be an institution (i) having a net worth of not less than $25,000,000, (ii) whose deposits are insured by the FDIC through the BIF or the SAIF, and (iii) which is a Xxxxxx Xxx and Xxxxxxx Mac-approved company in good standing.

  • Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

  • Recapitalization, Exchanges, etc. Affecting the Common Units The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement.

  • Consolidation or Merger of the Company In case of either (a) any consolidation or merger to which the Company is a party, other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in a reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, as a result of a subdivision or combination) in, outstanding shares of Common Stock or other Marketable Securities or (b) any sale or conveyance of all or substantially all of the property and assets of the Company to another Person, then each Security then Outstanding shall be convertible from and after such merger, consolidation, sale or conveyance of property and assets into the kind and amount of shares of stock or other securities and property (including cash) receivable upon such consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock or other Marketable Securities into which such Securities would have been converted immediately prior to such consolidation, merger, sale or conveyance, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article XII (and assuming such holder of Common Stock or other Marketable Securities failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance (provided that, if the kind or amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance is not the same for each nonelecting share, then the kind and amount of securities, cash or other property (including cash) receivable upon such consolidation, merger, sale or conveyance for each nonelecting share, shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares or securities)). The Company shall not enter into any of the transactions referred to in clause (a) or (b) of the preceding sentence unless effective provision shall be made so as to give effect to the provisions set forth in this Section 12.04. The provisions of this Section 12.04 shall apply similarly to successive consolidations, mergers, sales or conveyances.

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