Status of Company Stock Clause Samples

Status of Company Stock. (a) At the Effective Time, each share of common stock, $.01 par value of the Company (the "Company Common Stock") that is issued and 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 number of shares of common stock, $.01 par value of Parent ("Parent Common Stock") and cash as set forth in Section 4.02 hereof. (b) As a result of the Merger and without any action on the part of the holder thereof, at the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and to exist and each holder of shares of Company Common Stock shall thereafter cease to have any rights with respect to such Company Common Stock, except the right to receive the consideration described in Section 4.02 hereof upon the surrender of stock certificates representing such shares of Company Common Stock. (c) Each share of Company Common Stock issued and held in the Company's treasury at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be cancelled and retired and shall cease to exist without payment of any consideration therefor. (d) All options to purchase capital stock of the Company outstanding, if any, whether or not exercisable and whether or not vested under the Company's option plan shall be cancelled by the Company on or prior to the Closing.
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Status of Company Stock. (a) At the Effective Time, each share of common stock, without par value of the Company (the "Company Common Stock") that is issued and 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 0.181996436 shares of common stock, $.01 par value of the Parent ("Parent Common Stock"), $1.474008823 in cash and $.000000940 of each $1 ------------------- paid pursuant to Section 4.02. The aggregate number of shares of Parent Common Stock into which the outstanding Company Common Stock is convertible shall be 193,613.45 shares of Parent Common Stock (the "Closing Consideration Shares"). The aggregate amount ---------------------------- of cash to be delivered to the holders of Company Common Stock upon conversion of the Company Common Stock shall be $1,568,096.28 (the "Cash Consideration"), ------------------ less the sum of $50,000 to be provisionally retained by the Merger Subsidiary as provided in Section 4.01(c) hereof. The Closing Consideration Shares and the Cash Consideration shall be collectively referred to herein as the "Preliminary ----------- Consideration". The Preliminary Consideration may be adjusted pursuant to ------------- Section 4.01 hereof (as so adjusted, the "Basic Consideration"). The Basic ------------------- Consideration plus the amount (payable in cash and/or stock, as the case may be, set forth in Section 4.02), if any, payable pursuant to Section 4.02 hereof is referred to herein as the "Merger Consideration". The Parent Common Stock -------------------- delivered pursuant hereto shall be evidenced by one or more certificates registered in the Shareholders names and shall be subject to the limitations and qualifications described in Section 5.01(n) below. The Basic Consideration shall be allocated among the Shareholders as follows: Parent Cash for Applicable Name of Shareholder Cash Consideration Common Stock Fractional Shares Percentage ------------------- ------------------ ------------ ----------------- ---------- ▇▇▇▇▇▇ ▇. ▇▇▇▇ $956,538.72 118,104 $16.39 61.10% ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ $517,471.77 63,892 $8.87 32.90% ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $31,361.93 3,872 $0.54 2.00% ▇▇▇▇ ▇▇▇▇▇▇ $31,361.93 3,872 $0.54 2.00% ▇▇▇▇▇ ▇▇▇▇ $31,361.93 3,872 $0.54 2.00% -------------------- ---------------- ------------------ ----------------- Total $1,568,096.28 193,612 $26.88 100.00% Each Shareholder's pro rata share of the ...
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Status of Company Stock. 4.2.1 At the Effective Time, each share of Company Common Stock that is issued and 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 number of shares of Datalogic Restricted Stock and cash as set forth in Section 5.2 and Section 5.3 hereof. 4.2.2 As a result of the Merger and without any action on the part of the holder thereof, at the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and to exist and each holder of shares of Company Common Stock shall thereafter cease to have any rights with respect to such Company Common Stock, except the right to receive the consideration described in Section 5.2 and Section 5.3 hereof upon the surrender of stock certificates representing such shares of Company Common Stock. 4.2.3 There shall be, at the Effective Time, no shares of Company Common Stock issued and held in the Company's treasury.
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Related to Status of Company Stock

  • Status of Stock The Director understands that at the time of the execution of this Agreement the sale of the Restricted Shares has not been registered under the Securities Act or any state securities law and that the Company does not currently intend to effect any such registration. The Director agrees that the Restricted Shares and the Earned Shares when issued under this Agreement are being acquired for investment without a view to distribution, within the meaning of the Securities Act, and shall not be sold, transferred, assigned, pledged or hypothecated in the absence of (a) an effective registration statement for the sale of such shares under the Securities Act and applicable state securities laws or (b) if requested by the Company, the delivery by the Director to the Company of a written opinion of legal counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in form and substance to the Company’s counsel, to the effect that an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws is available. The Director also agrees that the Restricted Shares and Earned Shares issued under this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. In addition, the Director agrees that (a) the certificates, if any, representing the Restricted Shares and Earned Shares may bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assure compliance with applicable securities laws, (b) the Company may refuse to register the transfer of the Restricted Shares or Earned Shares on the stock transfer records of the Company if such proposed transfer would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel satisfactory to the Company, of any applicable securities law, and (c) the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Shares.

  • Status of Shares Shares shall be deemed to be personal property giving Shareholders only the rights provided in this instrument. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to be bound by the terms hereof. The death of a Shareholder during the continuance of the Trust or any Series or Class thereof shall not operate to dissolve or terminate the Trust or any Series or Class nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but shall entitle such representative only to the rights of said decedent under this Trust Instrument. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or to any right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners.

  • Status of Consultant It is the intent of the parties that Consultant shall be considered an independent contractor and that Consultant, and anyone else for whom it is legally liable, shall not be considered employees, servants or agents of the City for any purpose. Furthermore, this Agreement shall not be construed to create a partnership or joint venture between the Consultant and the City. Neither Consultant nor any of its employees or contractors shall be eligible to participate in City’s industrial insurance, unemployment, disability, medical, dental, life or other insurance programs, or any other benefit or program that is sponsored, financed or provided by City for its employees. Consultant agrees that it shall be Consultant’s exclusive responsibility to pay all federal, state, or local payroll, social security, disability, industrial insurance, self-employment insurance, income and other taxes and assessments related to this Agreement. Neither FICA (Social Security), FUTA (Federal Employment), nor local, state or federal income taxes will be withheld from payments to Consultant. Consultant shall at Consultant’s expense pay and be fully liable and responsible for, and indemnity and hold harmless City from, any assessments, fines or penalties relating to Consultant’s failure to uphold any of these responsibilities.

  • Treatment of Company Warrants Effective as of the First Merger Effective Time, each Company Warrant that is outstanding immediately prior to the First Merger Effective Time shall cease to represent a right to acquire Company Common Stock and shall be converted automatically into a warrant representing a right to acquire Parent Common Stock, on substantially the same terms and conditions as applied to such Company Warrant immediately prior to the First Merger Effective Time, except that: (i) the number of shares of Parent Common Stock subject to each assumed Company Warrant shall be determined by multiplying: (A) the number of shares of Company Common Stock that were subject to such Company Warrant immediately prior to the First Merger Effective Time; by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.