Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Mercury Interactive Corp), Agreement and Plan of Merger (Portal Software Inc), Agreement and Plan of Merger (ArcSight Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Merger and Reorganization (Synacor, Inc.), Agreement and Plan of Merger and Reorganization (Synacor, Inc.), Agreement and Plan of Merger (SoftBrands, Inc.)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the "MERGER SUB COMMON STOCK"), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger 2 Agreement (Gayranovic Kenneth), Registration Rights Agreement (Interland Inc), Agreement and Plan of Merger (Neoforma Com Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Micro Linear Corp /Ca/), Agreement and Plan of Merger (Nuance Communications, Inc.)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, Common Stock of Merger Sub that is (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Va Linux Systems Inc), Agreement and Plan (Va Linux Systems Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cloudera, Inc.), Agreement and Plan of Merger (Agere Systems Inc), Agreement and Plan of Merger (Relypsa Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Vignette Corp), Agreement and Plan of Merger (Digene Corp), Agreement and Plan of Merger (Ondisplay Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, Common Stock of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Andover Net Inc), Agreement and Plan of Reorganization (Mede America Corp /), Agreement and Plan of Merger (Netgateway Inc)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stockCommon Stock, $.0001 par value $0.01 per sharevalue, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $.0001 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Cardiometrics Inc), Agreement and Plan of Reorganization (Polycom Inc), Agreement and Plan of Reorganization (Endosonics Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted immediately upon the Merger into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Voting Agreement (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/), Non Competition Agreement (Cypress Semiconductor Corp /De/)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock outstanding immediately prior to the Effective Time shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Electronic Clearing House Inc), Agreement and Plan of Merger (Oplink Communications Inc), Agreement and Plan of Merger (Optical Communication Products Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of common stockstock of Merger Sub, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of At the Effective Time, all certificates representing common stock of Merger Sub shall thereafter evidence ownership be deemed for all purposes to represent the number of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc)
Capital Stock of Merger Sub. Each share of common stock, $0.001 par value $0.01 per sharevalue, of Merger Sub that is (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.001 par value, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Inverness Medical Innovations Inc), Agreement and Plan of Reorganization (Hemosense Inc), Agreement and Plan of Merger (Matria Healthcare Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter be deemed for all purposes to evidence ownership of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Abiomed Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (P Com Inc), Agreement and Plan of Merger (Nathans Famous Inc), Agreement and Plan of Merger (Telaxis Communications Corp)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, $.01 par value $0.01 per sharevalue, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, $.01 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Qlogic Corp), Agreement and Plan of Merger (Qlogic Corp), Agreement and Plan of Merger (Sattel Global Networks Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share0.001, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of such shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sciquest Inc), Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp)
Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, no par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Advanced Digital Information Corp), Agreement and Plan of Merger (Captaris Inc), Agreement and Plan of Merger (Quantum Corp /De/)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stockCommon Stock, $.01 par value $0.01 per sharevalue, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $.01 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan (Medicus Systems Corp /De/), Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (HMT Technology Corp)
Capital Stock of Merger Sub. Each At the Effective Time, each share of Merger Sub common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (Hoovers Inc), Agreement and Plan of Reorganization (Human Genome Sciences Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving CorporationCorporation (the “Surviving Corporation Common Stock”). Each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of shares such share of common stock of the Surviving CorporationCorporation Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization, Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Superior Telecom Inc), Agreement and Plan of Merger (Superior Telecom Inc), Agreement and Plan of Merger (Iturf Inc)
Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Interim Surviving Corporation, and shall constitute the only outstanding shares of capital stock of the Interim Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Interim Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Micrel Inc), Agreement and Plan of Merger and Reorganization (Pineapple Express, Inc.), Agreement and Plan of Merger (Microchip Technology Inc)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, $.01 par value $0.01 per sharevalue, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.01 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan (Lsi Logic Corp), Agreement and Plan (Lsi Logic Corp), Agreement and Plan (Seeq Technology Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock outstanding immediately prior to the Effective Time shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Sybase Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (SCSF Equities, LLC)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of the common stock of the Surviving Corporation. Each , and thereupon each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence be deemed for all purposes to represent ownership of an equivalent number of shares of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (LiveXLive Media, Inc.), Agreement and Plan of Merger (Snap Interactive, Inc), Agreement and Plan of Merger (LiveXLive Media, Inc.)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stockCommon Stock, $0.001 par value $0.01 per sharevalue, of Merger Sub that is ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time Time, shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall thereupon evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)
Capital Stock of Merger Sub. Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and shall represent one share of common stock, par value $0.01 per share, of Merger Sub that is the Surviving Corporation, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock shares of the Surviving Corporation. Each certificate evidencing ownership of such shares of ’s common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporationstock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hexion Specialty Chemicals, Inc.), Agreement and Plan of Merger (Huntsman International LLC), Agreement and Plan of Merger (Huntsman CORP)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share of the Surviving Corporation ("Surviving Corporation Common Stock"), with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter remain outstanding and evidence ownership of shares of common stock of the Surviving CorporationCorporation Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Triple Crown Media, Inc.), Agreement and Plan of Merger (Gray Television Inc), Agreement and Plan of Merger (Bull Run Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Xcerra Corp), Agreement and Plan of Merger (Cohu Inc), Agreement and Plan of Merger (Xcerra Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.01 par value $0.01 per share, of Merger Sub that is (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Seagate Technology Inc), Agreement and Plan of Merger (Spyglass Inc), Agreement and Plan of Merger and Reorganization (Veritas Software Corp /De/)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock par value $0.01 per share of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (3com Corp), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (3com Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock outstanding immediately prior to the Effective Time shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Extended Systems Inc), Agreement and Plan of Merger (Avantgo Inc), Agreement and Plan of Merger (Predictive Systems Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.01 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Seagate Technology Holdings), Agreement and Plan of Merger and Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands), Agreement and Plan of Reorganization (Trusted Information Systems Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter be deemed for all purposes to evidence ownership of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Momenta Pharmaceuticals Inc), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)
Capital Stock of Merger Sub. Each share of common stockOrdinary Share, NIS 0.01 par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Ordinary Share, NIS 0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (S1 Corp /De/), Agreement and Plan of Merger and Reorganization (Fundtech LTD), Agreement and Plan of Merger (Fundtech LTD)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock outstanding immediately prior to the Effective Time shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tippingpoint Technologies Inc), Agreement and Plan of Merger (3com Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Interim Surviving Corporation, and shall constitute the only outstanding shares of capital stock of the Interim Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Interim Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oclaro, Inc.), Agreement and Plan of Merger (Lumentum Holdings Inc.)
Capital Stock of Merger Sub. Each share of common stock, $0.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scott Technologies Inc), Agreement and Plan of Merger (Scott Technologies Inc)
Capital Stock of Merger Sub. Each share of common stock, par --------------------------- value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxim Integrated Products Inc), Agreement and Plan of Merger (Dallas Semiconductor Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kanbay International Inc), Agreement and Plan of Merger (Cap Gemini Sa)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the “Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time Time, shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.001 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imanage Inc), Agreement and Plan of Merger (Interwoven Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, no par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted automatically into one (1) validly issued, fully paid and nonassessable non-assessable share of common stock stock, $.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U S Wireless Data Inc), Agreement and Plan of Merger (U S Wireless Data Inc)
Capital Stock of Merger Sub. Each share of common --------------------------- stock, $0.0l par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of the common stock of Merger Sub shall thereafter evidence ownership of such shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Talarian Corp), Agreement and Plan of Merger (Tibco Software Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 .001 per share, of Merger Sub that is (the "Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock, par value $.0001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Qiagen Nv), Agreement and Plan of Merger (Qiagen Nv)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, par value $0.01 per sharepar value, of Merger Sub that is ("MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Adc Telecommunications Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub that is issued and One outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Interim Surviving Corporation. Each , whereupon each certificate evidencing ownership of such shares of common stock of Merger Sub One shall thereafter evidence ownership of shares of common stock of the Interim Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Maxlinear Inc), Agreement and Plan of Merger and Reorganization (Entropic Communications Inc)
Capital Stock of Merger Sub. Each share of common stock, $.01 par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phone Com Inc), Shareholder Agreement (Phone Com Inc)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stockCommon Stock, par value $0.01 .001 per share, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.001 per share, of the Surviving Corporation, and the Surviving Corporation shall become a wholly owned subsidiary of Andrx. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter continue to evidence ownership of shares such share of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andrx Corp /De/), Agreement and Plan of Merger (Mediconsult Com Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Mapquest Com Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 .01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunpharm Corporation), Agreement and Plan of Merger (Geltex Pharmaceuticals Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $.001 par value $0.01 per share, of Merger Sub that is (the “MERGER SUB COMMON STOCK”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $.001 par value, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Terra Tech Corp.), Agreement and Plan of Merger (One2one Living Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moviefone Inc), Agreement and Plan of Merger (America Online Inc)
Capital Stock of Merger Sub. Each share of common stock, par --------------------------- value $0.01 0.001 per share, of Merger Sub that is (the "Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.001 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kana Communications Inc), Voting Agreement (Broadbase Software Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each After the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cybersource Corp), Agreement and Plan of Merger (Visa Inc.)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 --------------------------- par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Genesis Microchip Inc), Agreement and Plan of Merger and Reorganization (Centra Software Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, --------------------------- $.01 par value $0.01 per sharevalue, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lam Research Corp), Agreement and Plan of Merger (Lam Research Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.0005 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Triquint Semiconductor Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\)
Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Supertex Inc), Agreement and Plan of Merger (Microchip Technology Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 par value $0.01 per share, of Merger Sub that is (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase Inc)
Capital Stock of Merger Sub. Each share of common stockstock of Merger Sub, no par value $0.01 per share, of share ("Merger Sub that is Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted automatically into one (1) validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation, no par value per share. Each From and after the Effective Time, each stock certificate evidencing ownership of such shares of common stock of Merger Sub that previously represented shares of Merger Sub Common Stock shall thereafter evidence ownership of an equal number of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Connectiv Corp), Agreement and Plan of Merger (Connectiv Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the “Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Superclick Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Standard Microsystems Corp), Agreement and Plan of Merger (Microchip Technology Inc)
Capital Stock of Merger Sub. Each share of the common stock, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each From and after the Effective Time, each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter continue to evidence ownership of such shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Allergan Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership , and such share shall constitute the only outstanding share of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Asset Transfer Agreement (Zurn Water Solutions Corp), Asset Transfer Agreement (Zurn Water Solutions Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 --------------------------- par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock Common Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Avanex Corp), Agreement and Plan of Reorganization (Avanex Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Platinum Technology Inc), Agreement and Plan of Merger (Mastering Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common capital stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Statoil Asa), Agreement and Plan of Merger (Brigham Exploration Co)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01, per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, which shall constitute the only outstanding share of common stock of the Surviving Corporation immediately following the Effective Time. From and after the Effective Time, the certificate representing shares of capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable deemed for all purposes to represent the outstanding share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eclipse Resources Corp), Agreement and Plan of Merger (Eclipse Resources Corp)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub that is (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charles River Associates Inc), Agreement and Plan of Merger (Progress Software Corp /Ma)
Capital Stock of Merger Sub. Each share of Merger Sub’s common stock, par value $0.01 per share, of 0.001 (the “Merger Sub that is Common Stock”), issued and outstanding immediately prior to the Merger Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation’s common stock, par value $0.001 per share (the “Surviving Corporation Common Stock”). Each Following the Merger Effective Time, each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of the same number of shares of common stock of the Surviving CorporationCorporation Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medicinova Inc), Agreement and Plan of Merger (Avigen Inc \De)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid paid, and nonassessable share of common stock Common Stock, par value $.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Phazar Corp), Agreement and Plan of Merger (Ydi Wireless Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.01 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mail Com Inc), Agreement and Plan of Merger (Mail Com Inc)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, $.01 par value $0.01 per sharevalue, of Merger Sub that is (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, $.01 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Voting Agreement (Advanced Power Technology Inc), Agreement and Plan of Merger (Microsemi Corp)
Capital Stock of Merger Sub. Each share of common stock, $.01 par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid become shares of the Surviving Corporation after the Merger and nonassessable share shall thereafter constitute all of common the issued and outstanding shares of the capital stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Media Corp), Employment Agreement (National Media Corp)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stockCommon Stock, $0.001 par value $0.01 per sharevalue, of Merger Sub that is (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Autobytel. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter evidence ownership of shares such share of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Acquisition Agreement (Autobytel Inc), Acquisition Agreement (Autobytel Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neophotonics Corp), Agreement and Plan of Merger (Lumentum Holdings Inc.)
Capital Stock of Merger Sub. Each share of common stock, par value --------------------------- $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock"), issued and ----------------------- outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agfa Corp), Agreement and Plan of Merger (Cytyc Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par --------------------------- value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock the Common Stock of Merger Sub shall thereafter evidence ownership of such shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Egghead Com Inc), Agreement and Plan of Merger (Onsale Inc)
Capital Stock of Merger Sub. Each share of common stockstock of Merger Sub, $.01 par value $0.01 per share, of share (“Merger Sub that is Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted automatically into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving CorporationCorporation at the Effective Time. Each From and after the Effective Time, each stock certificate evidencing ownership of such shares of common stock of Merger Sub which previously represented shares of Merger Sub Common Stock shall thereafter evidence ownership of a corresponding number of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rock-Tenn CO), Agreement and Plan of Merger (Rock-Tenn CO)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 .001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $.001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vizacom Inc), Agreement and Plan of Merger (Dwango North America Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.0001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cab-Tive Advertising, Inc.), Agreement and Plan of Merger (Multi Link Telecommunications Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rentrak Corp), Agreement and Plan of Merger and Reorganization (Comscore, Inc.)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $.01 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common Common Stock, $.01 par value per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Data Systems Network Corp), Agreement and Plan of Merger (Alydaar Software Corp /Nc/)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par --------------------------- value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Computervision Corp /De/), Agreement and Plan of Reorganization (Parametric Technology Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 par --------------------------- value per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Novell Inc), Agreement and Plan of Merger (Opentv Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adam Inc), Agreement and Plan of Merger (Adam Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.01 par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Matria Healthcare Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value --------------------------- $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Softdesk Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of At the Effective Time, all certificates representing common stock of Merger Sub (if any) shall thereafter evidence ownership be deemed for all purposes to represent the number of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Avid Technology, Inc.)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 .001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $.001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 per share.001, --------------------------- of Merger Sub that is (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $.001, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fractal Design Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of the common stock, par value $0.001 per share, of Merger Sub ("Merger Sub Common Stock") shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation ("Surviving Corporation Common Stock"). Each certificate representing outstanding shares of Merger Sub that is issued and outstanding immediately prior to Common Stock shall at the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership represent an equal number of shares of common stock of the Surviving CorporationCorporation Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Protein Design Labs Inc/De)
