Shares to be Issued; Effect on Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger, the following shall occur:
Shares to be Issued; Effect on Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of La Jolla, Merger Sub, Adamis or any stockholder of Adamis, the following shall occur:
Shares to be Issued; Effect on Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Adamis, Merger Sub, DMK or any DMK Stockholder, the following shall occur:
Shares to be Issued; Effect on Capital Stock. Subject only to the potential distribution of additional shares of Parent Common Stock as provided in Sections 1.7 and 7.3 herein, the number of shares of Parent Common Stock to be issued (including Parent Common Stock to be reserved for issuance after the Merger upon exercise of any of the Company’s options, warrants and other convertible securities to be assumed by Parent) in exchange for the acquisition by Parent of all outstanding Company Capital Stock and all unexpired and unexercised options (whether vested or unvested), Assumed Warrants (as defined in Section 1.6(e)), convertible securities or other rights to acquire Company Capital Stock shall be equal to the Fully-Diluted Parent Capital Stock, as defined in subsection 1.6(j) below, as of the Share Assessment Date (as defined in Section 1.6(f) below), less the sum of that number of shares of Company Capital Stock, if any, to be cancelled and extinguished pursuant to subsection 1.6(c) multiplied by the Exchange Ratio (as defined in Section 1.6(j) below) and the number of Appraisal Shares (as defined in Section 1.8), if any, multiplied by (i) the product of the Series B Factor (as defined in subsection 1.6(b) below) multiplied by the Exchange Ratio, if such Appraisal Shares are Company Series B Preferred Stock, or (ii) the Exchange Ratio, if such Appraisal Shares are any other securities of the Company (the “Merger Consideration”). Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of the Company Capital Stock, the following shall occur:
Shares to be Issued; Effect on Capital Stock. The maximum number of shares of Parent Common Stock to be issued (including Parent Common Stock to be reserved for issuance upon exercise of any of the Company Options and Warrants to be assumed by Parent) in exchange for the acquisition by Parent of all outstanding Company Capital Stock and all unexpired and unexercised Company Convertible Securities shall be determined immediately prior to the Effective Time and shall be equal to the Aggregate Share Number. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of the Company Capital Stock, the following shall occur:
Shares to be Issued; Effect on Capital Stock. Subject to the provisions of Section 1.6(d)(iv), the number of shares of Parent Common Stock to be issued in exchange for the acquisition by Parent of all outstanding Company Common Stock and Company Preferred shall be 6,400,000 (the "Stock Consideration"). No adjustment shall be made in the number of shares of Parent Common Stock issued in the Merger as a result of any cash proceeds received by the Company from the date hereof to the Closing Date pursuant to the exercise of options to acquire Company Capital Stock. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of the Company Capital Stock, the following shall occur: Conversion of Company Common Stock. Each share of Common Stock of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(c) and any Dissenting Shares (as defined and to the extent provided in Section 1.7(a))) will be converted automatically into that number of shares of Parent Common Stock as is equal to the Exchange Ratio (as defined in paragraph (h) below).
Shares to be Issued; Effect on Capital Stock. The number of shares of Revenge Common Stock to be issued in exchange for the acquisition by Revenge of all outstanding First Chance Capital Stock shall be 9,363,693 (the "Aggregate Share Number"). The Aggregate Share Number shall be allocated between the Common Stock of First Chance issued and outstanding on the Effective Date and shares of Revenge Common Stock issuable on conversion of Preferred Stock of First Chance ("First Chance Preferred Stock"), as provided in a plan of merger approved by the Board of Directors of First Chance (the "Plan of Merger"). Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, First Chance or the holder of any shares of First Chance Capital Stock, the holder of any options or other rights to acquire or receive shares of First Chance Capital Stock, the following shall occur:
Shares to be Issued; Effect on Capital Stock. (a) The number of shares of Parent common stock ("Shares") to be issued directly, as well as to become issuable through warrants of Parent to the Company shareholder pursuant to the Merger, shall be as follows: (i) One Hundred Thousand Shares (100,000) upon the Closing, and (ii) warrants for up to an additional One Hundred Thousand Shares (100,000) in the form attached hereto as EXHIBIT B (collectively, the "Warrant"), subject to the terms and conditions set forth below and in the Warrant. The exercise price of the Warrant shall be $5.563 per Share. So long as the cumulative amount of operating income (before taxes) (the "LE Operating Income") generated by the former Company's operations as operated within Fiberstars, Inc. (the "LE Operation"), over a period of three (3) years is at least $1,006,000, the Warrant shall be fully exercisable upon the conclusion of the three (3) year period. The three (3) year period shall commence on the first day of the month most immediately following or coinciding with the Closing Date. In the event that the LE Operating Income is less than $1,006,000 for such three (3) year period, the number of Shares subject to exercise under the Warrant shall be automatically adjusted under the terms of the Warrant as follows: LE Operating Income MINUS $503,000 DIVIDED BY $503,000 MULTIPLIED BY 100,000 The LE Operating Income will be calculated pursuant to EXHIBIT C, attached hereto.
Shares to be Issued; Effect on Capital Stock. The number of shares of Parent Common Stock issuable (including Parent Common Stock to be reserved for issuance upon exercise of any of the Company Options to be assumed by Parent) in exchange for the acquisition by Parent of all outstanding Company Capital Stock and all outstanding WW Capital Stock and the assumption of all (if any) unexpired and unexercised Company Convertible Securities shall be equal to the Total Consideration minus the Total Option Consideration. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Mergers and without any action on the part of Metal Merger Sub, WW Merger Sub, the Company, WW or the holder of any shares of the Company Capital Stock, WW Capital Stock or Company Convertible Securities, the following shall occur:
Shares to be Issued; Effect on Capital Stock. In connection with the Merger, the maximum number of shares of Parent Common Stock to be issued (including Parent Common Stock to be reserved for issuance upon exercise of any of the Company's Options to be assumed by Parent) in exchange for the acquisition by Parent of the Total Outstanding Shares of the Company, including all unexpired and unexercised options (vested and unvested), or other rights to acquire Company Capital Stock shall be the Aggregate Share Number; provided that such maximum number shall be adjusted to the extent required by Section 2.7, below (herein the "Merger Consideration"). Subject to Section 2.10 below, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of the Company Capital Stock, each share of the Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares, as defined in Section 2.9, below) will be canceled and extinguished and be converted automatically into the right to receive, upon surrender of a certificate therefor (the "Company Certificate"), such number of shares of Parent Common Stock as is equal to the Series A Preferred Stock Exchange Ratio, the Series B Preferred Stock Exchange Ratio, or the Company Common Stock Exchange Ratio, as applicable.
