Effect on Common Stock Sample Clauses
The 'Effect on Common Stock' clause defines how a particular event, action, or agreement will impact the rights, value, or characteristics of a company's common stock. This clause typically outlines whether common shareholders will experience changes such as dilution, conversion, or adjustments to voting rights or dividends as a result of mergers, acquisitions, stock splits, or the issuance of new securities. Its core practical function is to ensure transparency and predictability for common shareholders by clarifying how their interests may be affected by corporate actions, thereby reducing uncertainty and potential disputes.
Effect on Common Stock. At the Effective Time:
Effect on Common Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Seller Common Stock:
Effect on Common Stock. At the Effective Time, as a result of the Merger and without any further action on the part of the Company, Parent, Sub or any holder of any shares of Company Common Stock or any shares of capital stock of Sub:
Effect on Common Stock. At the Effective Time, the stockholders of CSA will receive the number of shares of common stock of CSI reflected on Exhibit C in exchange for all of their shares of common stock of CSA, which shares of common stock shall comprise all of the issued and outstanding shares of common stock of CSA. All certificates representing shares of common stock of CSI issued in the Merger shall bear legends as deemed appropriate by CSI, including but not limited to a restrictive legend specifying that the shares of common stock of CSI represented by such certificate are held by an affiliate of CSI (or, in the absence of such a legend, an appropriate notation shall be made in the records of CSI and/or appropriate stop-transfer instructions shall be issued to the transfer agent).
Effect on Common Stock. As of the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders of the MamaMancini’s Shares:
Effect on Common Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, any holder of shares of the Company’s capital stock (a “Shareholder”) or the Purchaser, each of the following shall occur:
(a) Each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.1(b)) and all rights in respect thereof shall be canceled and be automatically converted into the right to receive the Per Share Merger Consideration on the terms set forth in this Agreement. As of the Effective Time, all shares of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Common Stock shall cease to have any rights with respect thereto, except for the right to receive the Per Share Merger Consideration upon surrender of the certificate that formerly evidenced such shares of Common Stock to the Surviving Company;
(b) Each share of Common Stock held in treasury by the Company or any Subsidiary of the Company shall automatically be canceled and retired and shall cease to exist and no payment or distribution shall be made with respect thereto; and
(c) Notwithstanding anything in this Agreement to the contrary, any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a Shareholder who has properly exercised his appraisal rights under the TBOC (the “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration, but instead such shares shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the TBOC. If any such holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the TBOC, each share of such holder’s Common Stock shall thereupon be converted into, as of the Effective Time, the right to receive, without any interest thereon, the Per Share Merger Consideration on the terms set forth in this Agreement. The Company shall give Purchaser (i) prompt notice of any demands for appraisal or payment for shares of Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings w...
Effect on Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”):
(a) any Shares then held by the Company, any wholly-owned Subsidiary of the Company, Parent, Merger Sub or any entity of which Merger Sub is a direct or indirect wholly-owned Subsidiary shall be cancelled and retired and no cash or other consideration shall be delivered in exchange therefor (the “Cancelled Shares”); and
(b) each share of Common Stock outstanding immediately prior to the Effective Time (other than Dissenting Shares or Cancelled Shares) shall be cancelled and converted into the right to receive $11.00 in cash, without interest (the “Merger Consideration”).
Effect on Common Stock. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) shall thereafter represent only the right to receive the Merger Consideration and any other amounts as provided in Section 2.2, in each case without interest, subject to compliance with the procedures for surrender of such Shares as set forth in Section 2.2.
Effect on Common Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of Acquisition, Industrial Scientific or the holders of any shares of Common Stock, par value $.01 per share, of Industrial Scientific (the "Industrial Scientific Common Stock"):
(a) Common Stock of Acquisition. Each share of Common Stock, par value $.01 per share, of Acquisition (the "Acquisition Common Stock"), which is issued and outstanding immediately prior to the Effective Time, shall be converted into and become one share of Common Stock, par value $.01 per share, of the Surviving Corporation.
Effect on Common Stock. At the Effective Time, as a result of the Merger and without any further action on the part of the Company, Parent, Sub or any holder of any shares of Company Common Stock or any shares of capital stock of Sub:
(a) Common Stock of Sub. Each issued and outstanding share of common stock, par value $0.01 per share, of Sub shall be converted into and become one (1) fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.