Consideration; Effect on Capital Stock Clause Samples

Consideration; Effect on Capital Stock. 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 Constituent Corporations or the holders of the capital stock of the Constituent Corporations:
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Consideration; Effect on Capital Stock. In consideration of the transactions contemplated hereby, Parent has agreed to pay to those shareholders of the Company listed on the attached Schedule 2.2(a) an aggregate of $3,359,130.13 in exchange for a portion of their shares of Company Common Stock. In addition, 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 of the following securities:" 4. Amendment to Article I, Section 1.10. Article I, Section 1.10 of the Original Agreement shall be amended to read it its entirety as follows:
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Consideration; Effect on Capital Stock. The consideration to be paid by Purchaser in exchange for the acquisition by Purchaser of all outstanding Holdco Capital Stock in the Merger shall be $200,000,000 (the "PURCHASE PRICE"). 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, Holdco or the holders of any shares of Holdco Capital Stock, the following shall occur:
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Consideration; Effect on Capital Stock 
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Related to Consideration; Effect on Capital Stock

  • Effect on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:

  • Effect on Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

  • Effect of the Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or any holder of any securities of Parent, Merger Sub or the Company:

  • Effect of Merger on Capital Stock At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or the shareholders: (a) each share of the Common Stock issued and outstanding immediately prior thereto shall be converted into one fully paid and nonassessable share of CIST common stock (“CIST Common Stock”), with the same rights, powers and privileges as the shares of Common Stock so converted, and all shares of such Common Stock shall be cancelled and retired and shall cease to exist. (b) all outstanding and unexercised portions of all option, warrant and security exercisable or convertible by its terms into Common Stock (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “Company Stock Option”) shall be assumed by CIST and shall be deemed to constitute an option, warrant or convertible security, as the case may be, to acquire the same number of shares of CIST Common Stock as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time), at the same exercise price per share, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions (continuous employment with the Company will be credited to an optionee for purposes of determining the vesting of the number of shares of the Common Stock subject to exercise under an assumed option at the Effective Time). As soon as practicable after the Effective Time, CIST shall deliver to each holder of a Company Stock Option an option, warrant or convertible security, as the case may be, in CIST, and shall take all steps to ensure that a sufficient number of shares of CIST Common Stock is reserved for the exercise of such Company Stock Options for each share of CIST Common Stock so reserved as of the Effective Time. (c) No fractional shares of the Common Stock will be issued in connection with the Merger. (d) Each share of CIST Common Stock owned by the Company shall no longer be outstanding and shall be cancelled and retired and shall cease to exist.

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