Conversion of Shares Exchange of Certificates Clause Samples

Conversion of Shares Exchange of Certificates. Section 2.1 Effect of the Mergers on Capital Stock 4 Section 2.2 Exchange of Certificates 7 Section 2.3 Treatment of Company Equity Awards 10 Section 3.1 Qualification, Organization, Subsidiaries 13 Section 3.2 Capitalization 13 Section 3.3 Corporate Authority Relative to This Agreement; Consents and Approvals; No Violation 14 Section 3.4 Reports and Financial Statements 16 Section 3.5 Internal Controls and Procedures 17 Section 3.6 No Undisclosed Liabilities 18 Section 3.7 Compliance with Law; Permits 18 Section 3.8 Anti-Corruption; Anti-Bribery; Anti-Money Laundering 19 Section 3.9 Sanctions 20 Section 3.10 Environmental Laws and Regulations 20 Section 3.11 Employee Benefit Plans; Labor Matters 21 Section 3.12 Absence of Certain Changes or Events 23 Section 3.13 Investigations; Litigation 23 Section 3.14 Company Information 23 Section 3.15 Tax Matters 24 Section 3.16 Intellectual Property; IT Assets; Privacy 25 Section 3.17 Title to Assets 27 Section 3.18 Title to Properties 27 Section 3.19 Opinion of Financial Advisor 28 Section 3.20 Required Vote of the Company Stockholders 28 Section 3.21 Material Contracts 28 Section 3.22 Suppliers and Customers 30 Section 3.23 Canadian Assets and Revenues 31 Section 3.24 Insurance Policies 31 Section 3.25 Affiliate Party Transactions 31 Section 3.26 Finders or Brokers 31 Section 3.27 Takeover Laws 31 Section 3.28 No Other Representations or Warranties; No Reliance 32 Section 4.1 Qualification, Organization, Subsidiaries 32 Section 4.2 Capitalization 33 Section 4.3 Corporate Authority Relative to This Agreement; Consents and Approvals; No Violation 34 Section 4.4 Reports and Financial Statements 36 Section 4.5 Internal Controls and Procedures 37 Section 4.6 No Undisclosed Liabilities 38 Section 4.7 Compliance with Law; Permits 38 Section 4.8 Anti-Corruption; Anti-Bribery; Anti-Money Laundering 39 Section 4.9 Sanctions 39 Section 4.10 Environmental Laws and Regulations 40 Section 4.11 Employee Benefit Plans; Labor Matters 40 Section 4.12 Absence of Certain Changes or Events 42 Section 4.13 Investigations; Litigation 42 Section 4.14 Parent Information 43 Section 4.15 Tax Matters 43 Section 4.16 Opinion of Financial Advisor 44 Section 4.17 Financing 44 Section 4.18 Capitalization of Merger Subs 46 Section 4.19 Required Vote of Parent Shareholders 46 Section 4.20 Finders or Brokers 46 Section 4.21 Certain Arrangements 46 Section 4.22 Ownership of Common Stock 46 Section 4.23 Solvency 47 Section 4.24 No Other Representati...

Conversion of Shares Exchange of Certificates. Section 2.1 Effect of the initial Merger on Capital Stock 4 Section 2.2 Exchange of Certificates 6 Section 2.3 Treatment of Company Equity Awards 9 Section 2.4 Effect of the Subsequent Merger on Capital Stock 10 Section 2.5 Further Assurances 10

Conversion of Shares Exchange of Certificates. Section 3.1 Effect on Capital Stock 17 Section 3.2 Exchange of Certificates 19 Section 3.3 Treatment of Company Equity Awards 21 Section 3.4 Further Assurances 22

Conversion of Shares Exchange of Certificates. Section 2.1 Effect on Capital Stock or Common Shares.

Conversion of Shares Exchange of Certificates. Section 2.1 Effect on Capital Stock. 3 Section 2.2 Exchange of Certificates. 4 Section 2.3 Treatment of Company Options, Company RSU Awards and Company Restricted Shares. 6

Conversion of Shares Exchange of Certificates. After the effective time, each certificate that previously represented shares of Digital Fusion common stock will represent only the right to receive the applicable merger consideration as described above, including cash for any fractional shares of Kratos common stock. The conversion of Digital Fusion common stock into the right to receive the merger consideration will occur automatically upon completion of the merger. Prior to the completion of the merger, ▇▇▇▇▇▇ will appoint an exchange agent for the purpose of exchanging certificates and uncertificated shares of Digital Fusion common stock. Promptly after the effective time of the merger, the exchange agent will mail transmittal materials to each holder of record of Digital Fusion shares of common stock. This mailing will contain instructions for surrendering common stock certificates and uncertificated shares to the exchange agent in exchange for the merger consideration. Each holder of a share of Digital Fusion common stock that has been converted into a right to receive the applicable merger consideration (including cash for fractional shares) will receive the applicable merger consideration upon surrender to the exchange agent of the applicable Digital Fusion common stock certificate or uncertificated shares, together with a letter of transmittal covering such shares and such other documents as Kratos or the exchange agent may reasonably require. Holders of Digital Fusion common stock should not send in their Digital Fusion stock certificates until they receive, complete and submit a signed letter of transmittal sent by the exchange agent with instructions for the surrender of Digital Fusion stock certificates. After completion of the merger, there will be no further transfers on the stock transfer books of Digital Fusion except as required to settle trades executed prior to completion of the merger.

Conversion of Shares Exchange of Certificates. Section 3.1 Effect on Capital Stock 11 Section 3.2 Exchange of Certificates 12 Section 3.3 Company Options, Company RSU Awards and ESPP 15

Conversion of Shares Exchange of Certificates. Section 2.1. (a)

Conversion of Shares Exchange of Certificates. Section 2.1 Effect on Capital Stock A-2 Section 2.2 Exchange of Certificates A-4 Section 2.3 Withholding A-6