Effect on Capital Stock of Merger Sub I and Merger Sub Ii Sample Clauses
Effect on Capital Stock of Merger Sub I and Merger Sub Ii
Capital Stock of Merger Sub Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.
Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").
Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
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.