STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof: (a) Each 44.444 shares of CWB Common Stock (other than any dissenting shares) 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) Proportionate Voting Share from Parent. (b) All such CWB Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist. (c) Each (i) share of CWB Common Stock, if any, held in treasury immediately prior to the Effective Time, (ii) dissenting share immediately prior to the Effective Time, and (iii) authorized share of CWB Preferred Stock shall be cancelled and no shares of other securities of Parent shall be issued in respect thereof. (d) At the Effective Time, CWB shall assign, and Parent shall assume, the rights and obligations of CWB under the CWB Holdings, Inc. 2015 Stock Option Plan, as may be amended from time to time, the Option to Purchase Shares Agreement by and between CWB and R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ effective as of January 15, 2015, the Amended and Restated Option to Purchase Shares Agreement by and between CWB and D▇▇▇▇ ▇▇▇▇▇▇ effective as of January 15, 2015, the Option to Purchase Shares Agreement by and between CWB and P▇▇▇▇ ▇▇▇▇▇▇▇▇ effective as of January 15, 2015 and the Option to Purchase Shares Agreement by and between CWB and C▇▇▇▇▇ Lumaconi effective as of January 15, 2015. All of the options to acquire, or convertible debentures or other instruments convertible into, shares of CWB Common Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be amended or converted into options or convertible debentures or other convertible instruments, respectively, to acquire one (1) Proportionate Voting Share per every 44.444 shares of CWB Common Stock underlying such options, convertible debentures or other convertible instruments, with an applicable adjustment to the exercise price to reflect such ratio and otherwise upon substantially the same terms thereof. (e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of CWB Common Stock shall be deemed for all purposes to evidence ownership of, and to represent, the right to acquire the Proportionate Voting Shares into which such shares have been converted as herein provided. The registered owner on the books and records of CWB of any such outstanding stock certificates shall, until such certificates shall have been surrendered for transfer or otherwise accounted for to Parent, have and be able to exercise any voting and other rights with respect to and receive any dividend or other distributions upon the Proportionate Voting Shares evidenced by such outstanding certificates as provided.
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STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:;
(a) Each 44.444 shares share of CWB OphthaliX-NV Common Stock (other than any dissenting shares) 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 share for share, into fully-paid and non-assessable shares of the right to receive one (1) Proportionate Voting Share from ParentSurviving Entity as of the Effective Time.
(b) All As of the Effective Time, all of the outstanding shares of OphthaliX-DE Common Stock which shares are held by OphthaliX-NV shall be redeemed by the Surviving Entity for the sum of one dollar ($1.00) and such CWB Common Stock, when so converted, redeemed shares shall no longer be outstanding and shall automatically be cancelled and returned to the status of authorized and unissued shares of the Surviving Entity. None of such redeemed shares shall cease to existbe retained by the Surviving Entity as treasury shares.
(c) Each (i) share of CWB OphthaliX-NV Common Stock, if any, held in treasury immediately prior to the Effective Time, (ii) dissenting share immediately prior to the Effective Time, and (iii) authorized share of CWB Preferred Stock Time shall be cancelled and no shares of other securities of Parent the Surviving Entity shall be issued in respect thereof.
(d) At the Effective Time, CWB shall assign, and Parent shall assume, the rights and obligations of CWB under the CWB Holdings, Inc. 2015 Stock Option Plan, as may be amended from time to time, the Option to Purchase Shares Agreement by and between CWB and R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ effective as of January 15, 2015, the Amended and Restated Option to Purchase Shares Agreement by and between CWB and D▇▇▇▇ ▇▇▇▇▇▇ effective as of January 15, 2015, the Option to Purchase Shares Agreement by and between CWB and P▇▇▇▇ ▇▇▇▇▇▇▇▇ effective as of January 15, 2015 and the Option to Purchase Shares Agreement by and between CWB and C▇▇▇▇▇ Lumaconi effective as of January 15, 2015. All of the options and warrants to acquire, or convertible debentures or other instruments convertible into, shares of CWB OphthaliX-NV Common Stock or shares of OphthaliX-NV Preferred Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be amended or converted converted, share for share, into options and warrants, or convertible debentures or other convertible instruments, respectively, to acquire one (1) Proportionate Voting Share per every 44.444 shares of CWB Common Stock underlying such options, convertible debentures or other convertible instruments, with an applicable adjustment to the exercise price to reflect such ratio and otherwise upon substantially the same terms thereofSurviving Entity.
(e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of CWB OphthaliX-NV Common Stock or OphthaliX-NV Preferred Stock shall be deemed for all purposes to evidence ownership of, and to represent, the right to acquire the Proportionate Voting Shares shares of OphthaliX-DE Common Stock or OphthaliX-DE Preferred Stock into which such shares have been converted as herein provided. The registered owner on the books and records of CWB OphthaliX-NV of any such outstanding stock certificates shall, until such certificates shall have been surrendered for transfer or otherwise accounted for to Parentthe Surviving Entity, have and be able to exercise any voting and other rights with respect to and receive any dividend or other distributions upon the Proportionate Voting Shares OphthaliX-DE Common Stock evidenced by such outstanding certificates as provided.
Appears in 1 contract
Sources: Merger Agreement (OphthaliX, Inc.)
STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:;
(a) Each 44.444 shares each one (1) share of CWB CytoSorbents NV Common Stock (other than any dissenting shares) 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) Proportionate Voting Share from Parentshare of fully-paid and non-assessable shares of CytoSorbents DE Common Stock.
(b) All such CWB all of the outstanding shares of CytoSorbents DE Common Stock, when so converted, Stock which shares are held by CytoSorbents NV shall no longer be outstanding and shall automatically be cancelled and shall cease to existcancelled.
(c) Each (i) share of CWB CytoSorbents NV Common Stock and each share of CytoSorbents NV Preferred Stock, if any, held in treasury immediately prior to the Effective Time, (ii) dissenting share immediately prior to the Effective Time, and (iii) authorized share of CWB Preferred Stock Time shall be cancelled and no shares of other securities of Parent the Surviving Entity shall be issued in respect thereof.
(d) At the Effective Time, CWB shall assign, and Parent shall assume, the rights and obligations of CWB under the CWB Holdings, Inc. 2015 Stock Option Plan, as may be amended from time to time, the Option to Purchase Shares Agreement by and between CWB and R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ effective as of January 15, 2015, the Amended and Restated Option to Purchase Shares Agreement by and between CWB and D▇▇▇▇ ▇▇▇▇▇▇ effective as of January 15, 2015, the Option to Purchase Shares Agreement by and between CWB and P▇▇▇▇ ▇▇▇▇▇▇▇▇ effective as of January 15, 2015 and the Option to Purchase Shares Agreement by and between CWB and C▇▇▇▇▇ Lumaconi effective as of January 15, 2015. All of the options and warrants to acquire, or convertible debentures or other instruments convertible into, shares of CWB CytoSorbents NV Common Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be amended or converted converted, share for share, into options and warrants, or convertible debentures or other convertible instruments, respectively, to acquire one (1) Proportionate Voting Share per every 44.444 shares of CWB Common Stock underlying such options, convertible debentures or other convertible instruments, with an applicable adjustment to the exercise price to reflect such ratio and otherwise upon substantially the same terms thereofSurviving Entity.
(e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of CWB CytoSorbents NV Common Stock shall be deemed for all purposes to evidence ownership of, and to represent, the right to acquire the Proportionate Voting Shares shares of CytoSorbents DE Common Stock into which such shares have been converted as herein provided. The registered owner on the books and records of CWB CytoSorbents NV of any such outstanding stock certificates shall, until such certificates shall have been surrendered for transfer or otherwise accounted for to Parentthe Surviving Entity, have and be able to exercise any voting and other rights with respect to and receive any dividend or other distributions upon the Proportionate Voting Shares CytoSorbents DE Common Stock evidenced by such outstanding certificates as provided.
Appears in 1 contract
Sources: Merger Agreement (Cytosorbents Corp)
STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:;
(a) Each 44.444 shares each one (1) share of CWB Opiant NV Common Stock (other than any dissenting shares) 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) Proportionate Voting Share from Parentshare of fully-paid and non-assessable shares Opiant DE Common Stock.
(b) All such CWB all of the outstanding shares of Opiant DE Common Stock, when so converted, Stock which shares are held by Opiant NV shall no longer be outstanding and shall automatically be cancelled and shall cease to existcancelled.
(c) Each (i) share of CWB Opiant NV Common Stock, if any, held in treasury immediately prior to the Effective Time, (ii) dissenting share immediately prior to the Effective Time, and (iii) authorized share of CWB Preferred Stock Time shall be cancelled and no shares of other securities of Parent the Surviving Entity shall be issued in respect thereof.
(d) At the Effective Time, CWB shall assign, and Parent shall assume, the rights and obligations of CWB under the CWB Holdings, Inc. 2015 Stock Option Plan, as may be amended from time to time, the Option to Purchase Shares Agreement by and between CWB and R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ effective as of January 15, 2015, the Amended and Restated Option to Purchase Shares Agreement by and between CWB and D▇▇▇▇ ▇▇▇▇▇▇ effective as of January 15, 2015, the Option to Purchase Shares Agreement by and between CWB and P▇▇▇▇ ▇▇▇▇▇▇▇▇ effective as of January 15, 2015 and the Option to Purchase Shares Agreement by and between CWB and C▇▇▇▇▇ Lumaconi effective as of January 15, 2015. All of the options and warrants to acquire, or convertible debentures or other instruments convertible into, shares of CWB Opiant NV Common Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be amended or converted converted, share for share, into options and warrants, or convertible debentures or other convertible instruments, respectively, to acquire one (1) Proportionate Voting Share per every 44.444 shares of CWB Common Stock underlying such options, convertible debentures or other convertible instruments, with an applicable adjustment to the exercise price to reflect such ratio and otherwise upon substantially the same terms thereofSurviving Entity.
(e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of CWB Opiant NV Common Stock shall be deemed for all purposes to evidence ownership of, and to represent, the right to acquire the Proportionate Voting Shares shares of Opiant DE Common Stock into which such shares have been converted as herein provided. The registered owner on the books and records of CWB Opiant NV of any such outstanding stock certificates shall, until such certificates shall have been surrendered for transfer or otherwise accounted for to Parentthe Surviving Entity, have and be able to exercise any voting and other rights with respect to and receive any dividend or other distributions upon the Proportionate Voting Shares Opiant DE Common Stock evidenced by such outstanding certificates as provided.
Appears in 1 contract
STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:
(a) Each 44.444 shares of CWB Common Stock (other than any dissenting shares) 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) Proportionate Voting Share from Parent.
(b) All such CWB Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate.
(c) Each (i) share of CWB Common Stock, if any, held in treasury immediately prior to the Effective Time, (ii) dissenting share immediately prior to the Effective Time, and (iii) authorized share of CWB Preferred Stock shall be cancelled and no shares of other securities of Parent shall be issued in respect thereof.
(d) At the Effective Time, CWB shall assign, and Parent shall assume, the rights and obligations of CWB under the CWB Holdings, Inc. 2015 Stock Option Plan, as may be amended from time to time, the Option to Purchase Shares Agreement by and between CWB and R▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ effective as of January 15, 2015, the Amended and Restated Option to Purchase Shares Agreement by and between CWB and D▇▇▇▇▇ ▇▇▇▇▇▇ effective as of January 15, 2015, the Option to Purchase Shares Agreement by and between CWB and P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ effective as of January 15, 2015 and the Option to Purchase Shares Agreement by and between CWB and C▇▇▇▇▇▇ Lumaconi effective as of January 15, 2015. All of the options to acquire, or convertible debentures or other instruments convertible into, shares of CWB Common Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be amended or converted into options or convertible debentures or other convertible instruments, respectively, to acquire one (1) Proportionate Voting Share per every 44.444 shares of CWB Common Stock underlying such options, convertible debentures or other convertible instruments, with an applicable adjustment to the exercise price to reflect such ratio and otherwise upon substantially the same terms thereof.
(e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of CWB Common Stock shall be deemed for all purposes to evidence ownership of, and to represent, the right to acquire the Proportionate Voting Shares into which such shares have been converted as herein provided. The registered owner on the books and records of CWB of any such outstanding stock certificates shall, until such certificates shall have been surrendered for transfer or otherwise accounted for to Parent, have and be able to exercise any voting and other rights with respect to and receive any dividend or other distributions upon the Proportionate Voting Shares evidenced by such outstanding certificates as provided.
Appears in 1 contract
Sources: Merger Agreement
STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:;
(a) Each 44.444 shares share of CWB CCPF Common Stock (other than any dissenting shares) and CCPF Series A Preferred Stock 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 share for share, into fully-paid and non-assessable shares of the right to receive one (1) Proportionate Voting Share from ParentSurviving Entity as of the Effective Time.
(b) All As of the Effective Time, all of the outstanding shares of Colombia Energy Common Stock which shares are held by CCPF shall be redeemed by the Surviving Entity for the sum of one dollar ($1.00) and such CWB Common Stock, when so converted, redeemed shares shall no longer be outstanding and shall automatically be cancelled and returned to the status of authorized and unissued shares of the Surviving Entity. None of such redeemed shares shall cease to existbe retained by the Surviving Entity as treasury shares.
(c) Each (i) share of CWB CCPF Common Stock, if any, held in treasury immediately prior to the Effective Time, (ii) dissenting share immediately prior to the Effective Time, and (iii) authorized share of CWB Preferred Stock Time shall be cancelled and no shares of other securities of Parent the Surviving Entity shall be issued in respect thereof.
(d) At the Effective Time, CWB shall assign, and Parent shall assume, the rights and obligations of CWB under the CWB Holdings, Inc. 2015 Stock Option Plan, as may be amended from time to time, the Option to Purchase Shares Agreement by and between CWB and R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ effective as of January 15, 2015, the Amended and Restated Option to Purchase Shares Agreement by and between CWB and D▇▇▇▇ ▇▇▇▇▇▇ effective as of January 15, 2015, the Option to Purchase Shares Agreement by and between CWB and P▇▇▇▇ ▇▇▇▇▇▇▇▇ effective as of January 15, 2015 and the Option to Purchase Shares Agreement by and between CWB and C▇▇▇▇▇ Lumaconi effective as of January 15, 2015. All of the options and warrants to acquire, or convertible debentures or other instruments convertible into, shares of CWB CCPF Common Stock or shares of CCPF Series A Preferred Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be amended or converted converted, share for share, into options and warrants, or convertible debentures or other convertible instruments, respectively, to acquire one (1) Proportionate Voting Share per every 44.444 shares of CWB Common Stock underlying such options, convertible debentures or other convertible instruments, with an applicable adjustment to the exercise price to reflect such ratio and otherwise upon substantially the same terms thereofSurviving Entity.
(e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of CWB CCPF Common Stock or CCPF Series A Preferred Stock shall be deemed for all purposes to evidence ownership of, and to represent, the right to acquire the Proportionate Voting Shares shares of Colombia Energy Common Stock or Colombia Energy Series A Preferred Stock into which such shares have been converted as herein provided. The registered owner on the books and records of CWB CCPF of any such outstanding stock certificates shall, until such certificates shall have been surrendered for transfer or otherwise accounted for to Parentthe Surviving Entity, have and be able to exercise any voting and other rights with respect to and receive any dividend or other distributions upon the Proportionate Voting Shares Colombia Energy Common Stock or Colombia Energy Series A Preferred Stock evidenced by such outstanding certificates as provided.
Appears in 1 contract
STOCK AND STOCK CERTIFICATES. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:;
(a) Each 44.444 shares share of CWB post reverse split Millstream Common Stock (other than any dissenting shares) 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 share for share, into fully-paid and non-assessable shares of the right Surviving Entity as of the Effective Time; provided that if the one-for-two reverse stock split of the outstanding shares of Common Stock approved by the Board of Directors and the shareholders on September 16, 2011, has not been effected as of the Effective Time, the conversion ratio shall give effect to receive one (1) Proportionate Voting Share from Parentthe reverse split.
(b) All As of the Effective Time, all of the outstanding shares of ASEC Common Stock which shares are held by Millstream shall be redeemed by the Surviving Entity for the sum of one dollar ($1.00) and such CWB Common Stock, when so converted, redeemed shares shall no longer be outstanding and shall automatically be cancelled and returned to the status of authorized and unissued shares of the Surviving Entity. None of such redeemed shares shall cease to existbe retained by the Surviving Entity as treasury shares.
(c) Each (i) share of CWB Millstream Common Stock, if any, held in treasury immediately prior to the Effective Time, (ii) dissenting share immediately prior to the Effective Time, and (iii) authorized share of CWB Preferred Stock Time shall be cancelled and no shares of other securities of Parent the Surviving Entity shall be issued in respect thereof.
(d) At the Effective Time, CWB shall assign, and Parent shall assume, the rights and obligations of CWB under the CWB Holdings, Inc. 2015 Stock Option Plan, as may be amended from time to time, the Option to Purchase Shares Agreement by and between CWB and R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ effective as of January 15, 2015, the Amended and Restated Option to Purchase Shares Agreement by and between CWB and D▇▇▇▇ ▇▇▇▇▇▇ effective as of January 15, 2015, the Option to Purchase Shares Agreement by and between CWB and P▇▇▇▇ ▇▇▇▇▇▇▇▇ effective as of January 15, 2015 and the Option to Purchase Shares Agreement by and between CWB and C▇▇▇▇▇ Lumaconi effective as of January 15, 2015. All of the options and warrants to acquire, or convertible debentures or other instruments convertible into, shares of CWB Millstream Common Stock held by any person shall, by virtue of the Merger and without any action on the part of the holder thereof, be amended or converted converted, share for share, into options and warrants, or convertible debentures or other convertible instruments, respectively, to acquire one (1) Proportionate Voting Share per every 44.444 shares of CWB Common Stock underlying such options, convertible debentures or other convertible instruments, with an applicable adjustment to the exercise price to reflect such ratio and otherwise upon substantially the same terms thereofSurviving Entity.
(e) From and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of CWB Millstream Common Stock shall be deemed for all purposes to evidence ownership of, and to represent, the right to acquire the Proportionate Voting Shares shares of ASEC Common Stock into which such shares have been converted as herein provided. The registered owner on the books and records of CWB Millstream of any such outstanding stock certificates shall, until such certificates shall have been surrendered for transfer or otherwise accounted for to Parentthe Surviving Entity, have and be able to exercise any voting and other rights with respect to and receive any dividend or other distributions upon the Proportionate Voting Shares ASEC Common Stock evidenced by such outstanding certificates as provided.
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