Effect on the Capital Stock of the Constituent Corporations Sample Clauses
Effect on the Capital Stock of the Constituent Corporations. EXCHANGE OF CERTIFICATES --------------------------------------------------
Effect on the Capital Stock of the Constituent Corporations. 2.1 Conversion of Securities 4 2.2 Exchange of Certificates 7 2.3 Stock Transfer Books 10 2.4 Saturn Options and Other Equity Awards 10 2.5 Mercury Options and Other Equity Awards 12 2.6 Reservation of Shares; Registration 12
Effect on the Capital Stock of the Constituent Corporations. Section 2.1 Effect on Capital Stock of Parent and Parent Merger Sub. At the Parent Effective Time, by virtue of the Parent Merger and without any further action on the part of Parent, Holdco, Parent Merger Sub or any holder of any shares of Parent common stock, $0.001 par value per share (the “Parent Common Stock”):
(a) Subject to Section 2.4 and Section 2.6, each share of Parent Common Stock issued and outstanding immediately prior to the Parent Effective Time shall be converted into one fully paid and nonassessable share of Holdco Common Stock (the “Parent Merger Consideration”).
(b) Each share of common stock of Parent Merger Sub issued and outstanding immediately prior to the Parent Effective Time shall be converted into one share of common stock, par value $0.001 per share, of the Parent Surviving Corporation.
(c) All of the shares of Parent Common Stock converted into shares of common stock, par value $0.001 per share, of Holdco (“Holdco Common Stock”) pursuant to this Section 2.1 shall cease to be outstanding and shall cease to exist and, as of the Parent Effective Time, the holders of Parent Common Stock shall be deemed to have received shares of Holdco Common Stock (without the requirement for the surrender of any certificate previously representing any such shares of Parent Common Stock or issuance of new certificates representing Holdco Common Stock), with each certificate representing shares of Parent Common Stock (a “Parent Certificate”) prior to the Parent Effective Time being deemed to represent automatically an equivalent number of shares of Holdco Common Stock.
Effect on the Capital Stock of the Constituent Corporations. Exchange of Certificates ------------------------
Effect on the Capital Stock of the Constituent Corporations. Section 3.1 Effect on Capital Stock of Broadcom, Cash/Stock Merger
Effect on the Capital Stock of the Constituent Corporations