Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
Appears in 76 contracts
Samples: Agreement and Plan of Merger (Vizio Holding Corp.), Agreement and Plan of Merger (Ansys Inc), Agreement and Plan of Merger (Mirati Therapeutics, Inc.)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubPurchaser, the Company or any stockholder of the Company:
Appears in 64 contracts
Samples: Agreement and Plan of Merger (CymaBay Therapeutics, Inc.), Agreement and Plan of Merger (Gilead Sciences, Inc.), Agreement and Plan of Merger (RayzeBio, Inc.)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the CompanyCompany or Parent:
Appears in 32 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kidpik Corp.), Agreement and Plan of Merger and Reorganization (Skye Bioscience, Inc.), Agreement and Plan of Merger and Reorganization (MorphImmune Inc.)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or the holders of any stockholder of the Companyfollowing securities:
Appears in 29 contracts
Samples: Agreement and Plan of Merger (Supreme Industries Inc), Agreement and Plan of Merger (Wabash National Corp /De), Agreement and Plan of Merger (Firstcity Financial Corp)
Conversion of Shares. (a) At Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
Appears in 22 contracts
Samples: Agreement and Plan of Merger (Acelrx Pharmaceuticals Inc), Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc), Agreement and Plan of Merger (Precision Therapeutics Inc.)
Conversion of Shares. (a) At the Effective Time, by virtue as a result of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder capital stock of Parent, Merger Sub or the Company:
Appears in 18 contracts
Samples: Agreement and Plan of Merger (AdTheorent Holding Company, Inc.), Agreement and Plan of Merger (Heritage-Crystal Clean, Inc.), Agreement and Plan of Merger (Citrix Systems Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger Merger, and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities:
Appears in 13 contracts
Samples: Agreement and Plan of Merger and Reorganization (Epoch Biosciences Inc), Agreement and Plan of Merger (At Plan Inc), Stockholder Agreement (Doubleclick Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder the holders of the CompanyCompany Common Stock:
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Ply Gem Industries Inc), Agreement and Plan of Merger (Atrium Corp), Agreement and Plan of Merger (International Home Foods Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Signify Health, Inc.)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or the holders of any stockholder shares of the CompanyCompany Stock or any shares of capital stock of Parent or Merger Subsidiary:
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Raven Industries Inc), Agreement and Plan of Merger (CNH Industrial N.V.), Agreement and Plan of Merger
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder shareholder of the Company:
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Bsquare Corp /Wa), Agreement and Plan of Merger (Computer Task Group Inc), Agreement and Plan of Merger (Covisint Corp)
Conversion of Shares. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of Parent, Merger SubSubs, the Company or any stockholder of the CompanyCompany or Parent:
Appears in 9 contracts
Samples: Support Agreement (Traws Pharma, Inc.), Agreement and Plan of Merger (Spyre Therapeutics, Inc.), Agreement and Plan of Merger (Aeglea BioTherapeutics, Inc.)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Haemonetics Corp), Agreement and Plan of Merger (PTC Therapeutics, Inc.), Agreement and Plan of Merger (Chimerix Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder holder of Shares the Companyfollowing shall occur:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Ply Gem Holdings Inc), Agreement and Plan of Merger (Dusa Pharmaceuticals Inc), Agreement and Plan of Merger (Inspire Pharmaceuticals Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder holder of shares of the Company:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Tufco Technologies Inc), Agreement and Plan of Merger and Reorganization (Sonic Solutions/Ca/), Agreement and Plan of Merger and Reorganization (Rovi Corp)
Conversion of Shares. (a) At the Effective Timetime, by virtue of the Merger Merger, and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities:
Appears in 8 contracts
Samples: Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Multex Com Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
Conversion of Shares. (a) At the Effective Time, Time by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the any holder of shares of Company Stock or any stockholder holder of the Companyshares of common stock of Merger Subsidiary:
Appears in 8 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Comcast Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company Company, the stockholders thereof or any stockholder of the Companyother Person:
Appears in 7 contracts
Samples: Tender and Support Agreement (JetPay Corp), Tender and Support Agreement (NCR Corp), Agreement and Plan of Merger (Cdi Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubPurchaser, the Company or any other stockholder of the Company:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Flexion Therapeutics Inc), Agreement and Plan of Merger (Pacira BioSciences, Inc.), Agreement and Plan of Merger (Adamas Pharmaceuticals Inc)
Conversion of Shares. (a) At Subject to Section 1.5(d), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder shareholder of the Company:
Appears in 7 contracts
Samples: Agreement and Plan (Scopus Technology Inc), Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc), Agreement and Plan of Merger (Safeguard Scientifics Inc Et Al)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of ParentPurchaser, Merger Sub, the Company or the holder of any stockholder of the Companyfollowing securities:
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Emclaire Financial Corp), Agreement and Plan of Merger (Emclaire Financial Corp), Agreement and Plan of Merger (Farmers National Banc Corp /Oh/)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubAcquisition Co., the Company or any stockholder shareholder of the Company:
Appears in 7 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Foster L B Co), Agreement and Plan of Merger (Foster L B Co)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Parent, Merger Sub, Subsidiary or any holder of any share of capital stock of the Company or any stockholder of the CompanyMerger Subsidiary:
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Medtronic Inc), Agreement and Plan of Merger (Xomed Surgical Products Inc), Agreement and Plan of Merger (Medtronic Inc)
Conversion of Shares. (a1.5(a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Heckmann CORP), Agreement and Plan of Merger and Reorganization (Amis Holdings Inc), Agreement and Plan of Merger and Reorganization (Catalyst Semiconductor Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, the holder of any Shares or any shares of capital stock of Merger Sub, the Company or any stockholder of the Company:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Nebco Evans Holding Co), Agreement and Plan of Merger (Onex Corp), Agreement and Plan of Merger (Ameriserve Food Distribution Inc /De/)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the CompanyCompany or Merger Sub:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Manufacturers Services LTD), Agreement and Plan of Merger (Manufacturers Services LTD), Agreement and Plan of Merger (Cysive Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder the holders of the CompanyCompany Common Stock:
Appears in 5 contracts
Samples: Shareholders Agreement (Mobile Mini Inc), Shareholders Agreement (WillScot Corp), Agreement and Plan of Merger (Schwab Charles Corp)
Conversion of Shares. (a) At the Merger Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company, or any holder of any securities of the Company or any stockholder of the CompanyMerger Sub:
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ig Design Group Americas, Inc.), Agreement and Plan of Merger (CSS Industries Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Companythereof or any other Person:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Medicines Co /De), Agreement and Plan of Merger (Goldfield Corp), Agreement and Plan of Merger (Goldfield Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company holder of any Shares or any stockholder shares of the Companycapital stock of Merger Subsidiary:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Carescience Inc), Agreement and Plan of Merger (Quovadx Inc), Agreement and Plan of Merger (Matrix Capital Corp /Co/)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (American Safety Insurance Holdings LTD), Agreement and Plan of Merger (Pall Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger Merger, and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities:
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Inhibitex, Inc.), Agreement and Plan of Merger and Reorganization (Fermavir Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (About Com Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, Subsidiary or the holders of any shares of Company Common Stock or any stockholder shares of the Companycapital stock of Parent or Merger Subsidiary:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Metropolitan Health Networks Inc), Agreement and Plan of Merger (Kindred Healthcare, Inc), Agreement and Plan of Merger (Rehabcare Group Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holder of any stockholder of the Companyfollowing securities:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (TRW Inc), Agreement and Plan of Merger (Network Six Inc), Agreement and Plan of Merger (Cn Biosciences Inc)
Conversion of Shares. (a) At the Effective Time, by virtue -------------------- of the Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or the holders of any stockholder of the Companyfollowing securities:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Merck & Co Inc), Agreement and Plan of Merger (MGM Grand Inc), Agreement and Plan of Merger (Provantage Health Services Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, any holder of any share of capital stock of the Company or any stockholder of the CompanyMerger Subsidiary:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Medtronic Inc), Agreement and Plan of Merger (Physio Control International Corp \De\), Agreement and Plan of Merger (Medtronic Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the stockholders thereof or any stockholder of the Companyother Person:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Gurnet Holding Co), Agreement and Plan of Merger (Corium International, Inc.), Agreement and Plan of Merger (Bioverativ Inc.)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder the holders of the CompanyCompany Common Stock:
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Aetna Inc /Pa/), Agreement and Plan of Merger (CVS HEALTH Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the Companysecurities thereof or any other Person:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fitbit, Inc.), Agreement and Plan of Merger (Astea International Inc), Agreement and Plan of Merger (General Mills Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder holder of Shares the Companyfollowing shall occur:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Datalink Corp), Agreement and Plan of Merger (Insight Enterprises Inc), Agreement and Plan of Merger (Op Tech Environmental Services Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Parent, Merger Sub, Sub or the Company or holders of any stockholder shares of capital stock of the Company, Parent or Merger Sub:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (AquaVenture Holdings LTD), Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (SRS Labs Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Parent, Merger Sub, the Company Sub or any stockholder holder of any share of capital stock of the Company, Parent or Merger Sub:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sokol David L), Agreement and Plan of Merger (Washington Dennis R), Agreement and Plan of Merger (Atlas Corp.)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger Merger, and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ariel Corp), Agreement and Plan of Merger (Mayan Networks Corp/Ca), Stockholder Agreement (Messagemedia Inc)
Conversion of Shares. (a) At As of the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder holders of shares of capital stock of the Company:
Appears in 4 contracts
Samples: Agreement and Plan (Abraxis BioScience, Inc.), Agreement and Plan (Celgene Corp /De/), Agreement and Plan of Merger (Yankee Holding Corp.)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holder of any stockholder of the Companysecurities specified below:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ivoice, Inc /De), Agreement and Plan of Merger (Thomas Pharmaceuticals, Ltd.), Agreement and Plan of Merger (Scientific Games Holdings Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the -------------------- Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or the holders of any stockholder of the Companyfollowing securities:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (International Flavors & Fragrances Inc), Agreement and Plan of Merger (Raceland Truck Plaza & Casino LLC), Agreement and Plan of Merger (Black Hawk Gaming & Development Co Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, any of the parties hereto or the holders of any shares of the capital stock of the Company or any stockholder of the CompanyPurchaser:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Valley Forge Corp), Agreement and Plan of Merger (Valley Forge Corp), Agreement and Plan of Merger (Kci Acquisition Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of ParentBuyer, Merger Sub, the Company or any stockholder the holders of the Companyfollowing securities:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fidelio Acquisition Co LLC), Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, Subsidiary or the Company or the holders of any stockholder of the Companyfollowing securities:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gibson Greetings Inc), Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (Gibson Greetings Inc)
Conversion of Shares. (a) At the Effective Time, by virtue as a result of the Merger and without any further action on the part of the Company, Parent, Merger Sub, the Company Sub or any stockholder other shareholders of the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (RDA Microelectronics, Inc.), Agreement and Plan of Merger (Spreadtrum Communications Inc), Agreement and Plan of Merger (SYSWIN Inc.)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or any stockholder shareholder of the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sungard Data Systems Inc), Agreement and Plan of Merger (Gsi Commerce Inc), Agreement and Plan of Merger (Hte Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the shareholders of the Company or Merger Sub or any stockholder of the Companyparties hereto:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Polyvision Corp), Agreement and Plan of Merger (Polyvision Corp), Agreement and Plan of Merger (Polyvision Corp)
Conversion of Shares. (a) At the Effective Time, by virtue -------------------- of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or the holder of any stockholder of the Companyfollowing securities:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reltec Corp), Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Gec Acquisition Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubPurchaser, the Company or any stockholder the holders of the CompanyShares:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Cybermedia Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder shareholder of the CompanyCompany or shareholder of Parent, the following shall occur:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SciSparc Ltd.), Agreement and Plan of Merger (Anchiano Therapeutics Ltd.), Agreement and Plan of Merger (Anchiano Therapeutics Ltd.)
Conversion of Shares. (a) At the Effective Time, Time by virtue of the Merger and without any further other action on the part of Parentthe Company, Merger Sub, Subsidiary or the Company or holder of any stockholder of the Company:Shares (as defined below):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Avalon Cable of Michigan Holdings Inc), Agreement and Plan of Merger (Level 3 Communications Inc), Agreement and Plan of Merger (Cable Michigan Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or any stockholder the holders of securities of Parent, Merger Subsidiary or the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (Ventana Medical Systems Inc), Agreement and Plan of Merger (Ventana Medical Systems Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, HoldCo, Merger Sub, the Company or the holders of any stockholder Company Common Shares or any shares of the CompanyParent, HoldCo or Merger Sub:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ocean Rig UDW Inc.), Voting and Support Agreement (Transocean Ltd.), Voting and Support Agreement (Transocean Ltd.)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders thereof or any stockholder of the Companyother Person:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endurance International Group Holdings, Inc.), Agreement and Plan of Merger (Constant Contact, Inc.), Agreement and Plan of Merger (Daegis Inc.)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Company, Parent, Merger Sub, the Company Sub or any stockholder holder of capital stock of any of them, subject to the Companylimitations contained herein:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Palmer J N Family Partnership), Agreement and Plan of Merger (Smith Jack T), Agreement and Plan of Merger (Ladin William E Jr)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder holder of Shares, the Companyfollowing shall occur:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CoLucid Pharmaceuticals, Inc.), Agreement and Plan of Merger (KI NutriCare, Inc.), Agreement and Plan of Merger (Allergy Research Group Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or any stockholder the holders of securities of Parent, Merger Subsidiary or the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (RP Management, LLC), Agreement and Plan of Merger (Ramius Value & Opportunity LLC), Agreement and Plan of Merger (Cypress Bioscience Inc)
Conversion of Shares. (a) At As of the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Kapson Senior Quarters Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder holder of the CompanyShares:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Gvi Security Solutions Inc)
Conversion of Shares. (a1.5(a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder shareholder of the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kratos Defense & Security Solutions, Inc.), Agreement and Plan of Merger and Reorganization (Sys), Agreement and Plan of Merger and Reorganization (Sys)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of ParentBuyer, Merger Sub, the Company or the holders of any stockholder of the Companysecurities described below:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Red White & Bloom Brands Inc.), Agreement and Plan of Merger (Evolent Health, Inc.), Agreement and Plan of Merger (Chase Corp)
Conversion of Shares. (a2.5(a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubPurchaser, the Company or any stockholder of the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (California Micro Devices Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubPurchaser, the Company or any stockholder of the Companyother Person:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (J2 Global, Inc.), Agreement and Plan of Merger (Everyday Health, Inc.), Agreement and Plan of Merger (Sequenom Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or the holders of any stockholder of the Companyfollowing securities:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Talley Manufacturing & Technology Inc), Agreement and Plan of Merger (Talley Industries Inc), Agreement and Plan of Merger (Score Acquisition Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder the holders of securities of Parent, Sub or the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mueller Industries Inc), Agreement and Plan of Merger (Tecumseh Products Co), Agreement and Plan of Merger (Tecumseh Products Co)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parentany holders of any shares of Company Stock, Merger Sub, the Company or any stockholder of the CompanyMergerCo Common Stock:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Transcultural Health Develpment, Inc.), Agreement and Plan of Merger (VWR Funding, Inc.), Support Agreement (Impsat Fiber Networks Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, any holder of any shares of Company Common Stock (as defined herein) or any shares of capital stock of Merger Sub, the Company or any stockholder of the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (International Home Foods Inc), Agreement and Plan of Merger (Conagra Inc /De/), Agreement and Plan of Merger (Inacom Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, any holder of Company Shares or any holder of limited liability company interests of Merger Sub, the Company or any stockholder of the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Exxon Mobil Corp), Agreement and Plan of Merger (Pioneer Natural Resources Co)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Subsidiary, Parent, Merger Sub, the Company or any stockholder of the Company:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Xerium Technologies Inc), Agreement and Plan of Merger (Sizmek Inc.), Agreement and Plan of Merger (Sizmek Inc.)
Conversion of Shares. (a) At the Effective Time, Time by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company holder of any shares of Common Stock or any stockholder shares of the Companycapital stock of Merger Subsidiary:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sylvan Inc), Agreement and Plan of Merger (Sylvan Inc), Agreement and Plan of Merger (Sylvan Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or the holders of any stockholder shares of the CompanyCompany Common Stock or any shares of capital stock of Parent or Merger Subsidiary:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tekelec), Agreement and Plan of Merger (Labarge Inc), Agreement and Plan of Merger (Ducommun Inc /De/)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or the holder of any stockholder of the Companyfollowing securities:
Appears in 3 contracts
Samples: Realco Inc /Nm/, Realco Inc /Nm/, Realco Inc /Nm/
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder capital stock of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jni Corp), Agreement and Plan of Merger (Applied Micro Circuits Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company holder of any shares of capital stock of the Purchaser or any stockholder of the Company:
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Sykes Healthplan Services Inc), Plan and Agreement (Sykes Healthplan Services Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company, the holders of the Company Stock or any stockholder of the Companyother Person:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (E Trade Financial Corp)
Conversion of Shares. (a) At the Effective Time, by virtue -------------------- of the Merger and without any further action on the part of Parentany of Purchaser, Merger Sub, the Company Acquisition Sub or any stockholder of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Motorsport Group Inc), Agreement and Plan of Merger (Fremont Partners Lp)
Conversion of Shares. (a) At the Effective Time, Time by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the any holder of shares of Company Stock or Company Class A Stock or any stockholder holder of the Companyshares of common stock of Merger Subsidiary:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dover Downs Gaming & Entertainment Inc), Agreement and Plan of Merger (Dover Motorsports Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the CompanyCompany or any holder of any shares of any capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Albireo Pharma, Inc.), Tender and Support Agreement (LogicBio Therapeutics, Inc.)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or the holders of any stockholder shares of the CompanyCompany Stock or any shares of capital stock of Parent or any membership interests of Merger Subsidiary:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carmike Cinemas Inc), Agreement and Plan of Merger (Amc Entertainment Inc)
Conversion of Shares. (a) At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any further action on the part of Parent, the Company, Merger Sub, Sub or the Company or any stockholder holders of the CompanyShares:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gen Probe Inc), Agreement and Plan of Merger (Hologic Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the CompanyCompany Stockholder:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PlayAGS, Inc.), Agreement and Plan of Merger and Reorganization (Clarient, Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or the holders of any stockholder shares of the CompanyCompany Stock or any shares of capital stock of Parent or any shares of capital stock of Merger Subsidiary:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.), Agreement and Plan of Merger (Carmike Cinemas Inc)
Conversion of Shares. (a) At the Effective Time, by virtue as a result of the Merger and without any further action on the part of the Company, Parent, Merger SubPurchaser or the holder of any capital stock of Parent, the Company Purchaser or any stockholder of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Envivio Inc), Agreement and Plan of Merger (Pitney Bowes Inc /De/)
Conversion of Shares. (a) At As of the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the CompanyPurchaser or their respective shareholders:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pak Mail Centers of America Inc), Agreement and Plan of Merger (Pak Mail Centers of America Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the CompanyCompany Stockholder:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medicines Co /De), Agreement and Plan of Merger (Volcano Corp)
Conversion of Shares. (a) At the Effective Time, Time and by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company holders of Shares or any stockholder shares of the Companycapital stock of Merger Subsidiary:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chart Industries Inc), Agreement and Plan of Merger (Chart Industries Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the CompanyCompany or Parent or any other Person:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kubient, Inc.), Agreement and Plan of Merger and Reorganization (Kubient, Inc.)
Conversion of Shares. (a) At the Effective Time, by virtue as a result of the Merger and without any further action on the part of Parent, Merger Sub, the Company or holder of any stockholder capital stock of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fogo De Chao, Inc.), Agreement and Plan of Merger (Fogo De Chao, Inc.)
Conversion of Shares. (a) At the Merger Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder the holders of the CompanyCompany Common Stock:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Celgene Corp /De/), Agreement and Plan of Merger (Bristol Myers Squibb Co)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger Merger, and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the Companyfollowing securities:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Vision Twenty One Inc), Agreement and Plan of Merger and Reorganization (Opticare Health Systems Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Initial Merger and without any further action on the part of the Company, Parent, the Merger Sub, Subs or the Company or holder of any stockholder of the Companyfollowing securities:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PennantPark Floating Rate Capital Ltd.), Agreement and Plan of Merger (MCG Capital Corp)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parentthe Company, the Acquiror, or Merger Sub, the Company or any stockholder of the Company:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steakhouse Partners Inc), Agreement and Plan of Merger (Roadhouse Grill Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, Subsidiary or the Company or the holder of any stockholder shares of the CompanyCompany Common Stock or any shares of capital stock of Parent or Merger Subsidiary:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Catapult Communications Corp), Agreement and Plan of Merger (Ixia)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or the holders of any stockholder of the Companytheir respective securities:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MediaMind Technologies Inc.), Agreement and Plan of Merger (DG FastChannel, Inc)
Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Parent, Merger Sub, Subsidiary or Merger Subsidiary Two or the Company or holders of any stockholder shares of capital stock of the Company, Parent or Merger Subsidiary:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thoratec Corp), Agreement and Plan of Merger (HeartWare International, Inc.)
