Manner and Basis of Converting Shares Sample Clauses

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, $.001 par value, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $.001 per share, of the Company (the “Company Common Stock”), which shares at the Closing will constitute all of the issued and outstanding shares of capital stock of the Company, beneficially owned by the Stockholders listed in the Company Disclosure Schedule (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 7,854.32 shares of Parent Common Stock for each share of Company Common Stock, subject to adjustment as set forth in Section 1.5(a)(iii); and (iii) 90 days following Closing, Parent and Company shall audit the stock ledgers of Parent and to the extent that there are shares of issued and outstanding Parent capital stock or warrants, options, convertible notes or other securities convertible into the capital stock of Parent, in either case not taken into account in the determination of the number of shares of Parent Common Stock issued under Section 1.5(a)(ii), the number of shares of Parent Common Stock issued to the Stockholders listed in the Company Disclosure Schedule shall be increased to reflect the final capitalization of Parent as determined in any such audit. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. As of the effective date of the merger: (a) Each share of Metaline common stock issued and outstanding shall become one share of common stock with a par value of HuntMountain. (b) HuntMountain shall convert or exchange each share of Metaline common stock for one share of the common stock of the Surviving Corporation; PROVIDED, however, that no fractional shares of HuntMountain stock shall be issued, and in lieu of the issuance of fractional shares, the Surviving Corporation shall make a payment in cash equal to the value of such fraction, based upon the market value of such common stock on the effective date of the merger. (c) Any shares of stock of Metaline in the treasury of Metaline on the effective date of the merger shall be surrendered to the Surviving Corporation for cancellation, and no shares of the Surviving Corporation shall be issued in respect thereof. (d) On the effective date of the merger, holders of certificates of common stock in Metaline shall surrender them to the Surviving Corporation, or its appointed agent, in such manner as the Surviving Corporation legally shall require. Upon receipt of such certificates, the Surviving Corporation shall issue in exchange therefor a certificate of shares of common stock in the Surviving Corporation representing the number of shares of stock to which such holder shall be entitled as set forth above. (e) In addition, such shareholders shall be entitled to receive any dividends on such shares of common stock of the Surviving Corporation that may have been declared and paid between the effective date of the merger and the issuance to such shareholder of the certificate of such common stock.

Manner and Basis of Converting Shares. (a) Each MamaMancini’s Share that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of Common Stock of the Merger Sub, which will immediately thereafter be exchanged for one share of Common Stock of the Parent, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of MamaMancini’s and the MamaMancini’s Shareholders shall have received one share of the Common Stock of Parent for every one share of MamaMancini’s owned immediately prior to the Effective Time. (b) Prior to the Effective Time, the shareholders of the Merger Sub shall surrender certificates, if applicable, evidencing one hundred percent (100%) of the Merger Sub’s Common Stock. As of the Effective Time, all Common Stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and exchanged for shares of Common Stock of the Parent and simultaneously therewith the Parent will issue and deliver twenty million fifty four thousand (20,054,000) shares of its Common Stock to the Merger Sub representing the shares to be issued in exchange for one hundred percent (100%) of MamaMancini’s Shares. (c) The MamaMancini’s Shares, which immediately prior to the Effective Time constitutes all of the issued and outstanding shares of common stock of MamaMancini’s beneficially owned by the stockholders listed on its books and records, shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive one share of Common Stock of the Parent for each one MamaMancini’s Share. The Merger Sub will issue to the MamaMancini’s Shareholders, as of the Effective Time, the twenty million fifty four thousand (20,054,000) shares of the Parent’s Common Stock, in exchange for the MamaMancini’s Shares. (d) Parent shall issue to each MamaMancini’s Shareholder the number of shares of Common Stock of the Parent that such stockholder shall be entitled to receive as set forth in Section 2.04 (b) hereof. To the extent that any certificates evidencing shares of MamaMancini’s common stock were issued prior to the Effective Time, each such certificate or an affidavit and indemnification in form reasonably acceptable to counsel for the Parent stating that such stockholder has lost such...

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) shares of common stock, par value $0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $0.001 per share, of the Company (the "COMPANY COMMON STOCK"), beneficially owned by the Stockholders listed in SCHEDULE 1.5 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.5(a)(ii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in SCHEDULE 1.5 for each of the Stockholders, which shall be equal to one (1) share of Parent Common Stock for each share of Company Common Stock; (iii) the right to acquire any shares of Company Common Stock under any Warrants or Options listed on SCHEDULE 1.5A shall, by virtue of the Merger and without any action on the part of the holders of such Warrants or Options, the Company, the Surviving Corporation, or the Parent, be converted into the right to receive the number of shares of Parent Common Stock specified in Warrant or Option for each share of Company Common Stock, at the exercise price per share stated in such Warrant or Option of the Company, including all obligations to issue such shares of Company Common Stock upon satisfaction of any and all conditions or agreements affecting such issuance by the holder thereof or the Company (including, without limitation, any vesting conditions or other restrictions and the obligation to register such shares under the Securities Act of 1933, as amended, if any) which conditions, restrictions, and obligations shall expressly be assumed by the Parent as its obligation and continued with respect to such holders and the Parent shall assume all of the obligations of the Company under the Warrants and Options following the Effective Time; and (iv) each share of Company Common Stock held in the treasury of ...

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, par value $0.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) the shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06 (other than shares of Company Common Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the NGCL and not withdrawn or otherwise forfeited and shares of Company Common Stock set forth in Section 1.06(a)(iii) hereof), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of common stock, par value $0.001 per share of Parent (the “Parent Common Stock”) specified in Schedule 1.06 for each of the Stockholders, which shall be equal to ninety percent (96%) shares of Parent Common Stock as determined as of the Effective with fractional shares of Parent Common Stock rounded to the nearest whole share; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (A) the shares of common stock, par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; and (iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would...

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.001 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such proportionate number of units of the Surviving Entity, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding equity units of the Surviving Entity; (ii) the Common Units of the Company (the "Company Common Units"), which units at the Closing will constitute all of the issued and outstanding Common Units of equity of the Company, beneficially owned by the Stockholders listed in Schedule 2.4 (other than Company Common Units as to which appraisal rights are perfected pursuant to the applicable provisions of the TBOC and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders, which shall be equal to 63,505,787 shares of Parent Common Stock in aggregate (based on a total of 9,106,250 shares of Parent Common Stock pre-Merger and 90,206,250 shares of Parent Common Stock on a fully diluted basis (including the 3,100,000 shares of Parent Common Stock to be issued in the Offering (defined below)) allocated to the Stockholders of Parent (and former stockholders of Company) post-Merger). As a result, each individual Common Unit of the Company shall be converted into the right to receive approximately 3.23 shares of Common Stock of the Parent (the "Conversion Ratio"). Each of the pre-merger officers and directors of the Company, each of the pre-merger officers, directors and 10% or greater shareholders of Parent, and each participant in the Offering shall enter into customary lock-up agreements, attached as Exhibit E hereto; and (iii) each option to purchase a Common Unit of the Company outstanding at the Closing (the "Company Options"), beneficially owned by the option holders listed on Schedule 2.4 shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive an option to purchase an equivalent number of shares of Parent Common Stock as specified in Schedule 1.5 for each of the option holders and the exercise price of each such option shall be equal to ...

Manner and Basis of Converting Shares. (a) At the Effective Time: (i) each share of common stock, par value $0.0001 per share of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, no par value, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (ii) each share of common stock, no par value, of the Company (the “Company Common Stock”) beneficially owned by the Stockholders listed on Schedule 1.06(a)(ii), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive 33,532.446 shares of common stock, par value $0.0001 per share, of Parent (the “Parent Common Stock”), with fractional shares of Parent Common Stock rounded up or down to the nearest whole share; and (iii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time.

Manner and Basis of Converting Shares. A. At the Effective Time, each share of common stock of Pantego, $0.10 par value per share (the "Pantego Common Stock"), which shall be issued and outstanding (other than shares of Pantego Common Stock held in treasury) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ______________________ (________) shares of common stock, $0.01 par value per share, of Republic Waste Industries, Inc., a Delaware corporation and the parent of Republic Sub ("Republic Common Stock"). Fractional shares of Republic Common Stock will not be issued, instead shares of Republic Common Stock will be issued determined to the nearest whole share of Republic Common Stock. B. At the Effective Time, each share of Pantego Common Stock held in treasury shall be canceled and extinguished without any conversion thereof. C. At the Effective Time, each right to acquire shares of Pantego Common Stock, to the extent that any such rights exist, which shall be issued and outstanding shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to acquire __________________ (_____) shares of Republic Common Stock. D. Each share of common stock of Republic Sub, $1.00 par value per share, issued and outstanding immediately prior to the Effective Time shall be automatically converted into one share of Pantego Common Stock, which shall be the only outstanding common stock of the Surviving Corporation immediately following the Effective Time.