Common use of Capital Stock of Merger Subsidiary Clause in Contracts

Capital Stock of Merger Subsidiary. Each issued and outstanding share of Merger Subsidiary Common Stock 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 and shall be the only issued and outstanding capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock shall be deemed for all purposes to evidence ownership and to represent the same number of shares of common stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ssa Global Technologies, Inc), Agreement and Plan of Merger (E Piphany Inc)

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Capital Stock of Merger Subsidiary. Each issued and outstanding share of Common Stock, $0.01 par value per share, of Merger Subsidiary ("Merger Subsidiary Common Stock Stock") (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), shall be converted into and become one fully paid and nonassessable share of common stockCommon Stock, $5 par value $0.01 per sharevalue, of the Surviving Corporation and shall be the only issued and outstanding capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock shall be deemed for all purposes to evidence ownership and to represent the same number of shares of common stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Consolidated Edison Co of New York Inc), Agreement and Plan of Merger (Orange & Rockland Utilities Inc)

Capital Stock of Merger Subsidiary. Each issued and outstanding share of Merger Subsidiary Common Stock 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 and shall be the only issued and outstanding capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock shall be deemed for all purposes to evidence ownership of, and to represent the same number of shares of common stock of of, the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ssa Global Technologies, Inc), Agreement and Plan of Merger (Magellan Holdings, Inc.)

Capital Stock of Merger Subsidiary. Each share of common stock of Merger Subsidiary issued and outstanding share of Merger Subsidiary Common Stock 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 share0.01, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall be constitute the only issued and outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock shall be deemed for all purposes to evidence ownership and to represent the same number of shares of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clientlogic Corp)

Capital Stock of Merger Subsidiary. Each issued and outstanding share of Common Stock, $0.01 par value per share, of Merger Subsidiary (" Merger Subsidiary Common Stock Stock") (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), shall be converted into and become one fully paid and nonassessable share of common stockCommon Stock, $5 par value $0.01 per sharevalue, of the Surviving Corporation and shall be the only issued and outstanding capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock shall be deemed for all purposes to evidence ownership and to represent the same number of shares of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Consolidated Edison Inc)

Capital Stock of Merger Subsidiary. Each issued and outstanding share of the common stock, no par value, of Merger Subsidiary (“Merger Subsidiary Common Stock Stock”) shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation and shall be the only issued and (“Surviving Corporation Common Stock”). Each certificate representing outstanding capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock shall be deemed for all purposes to evidence ownership and to at the Effective Time represent the same an equal number of shares of common stock of the Surviving CorporationCorporation Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (JMG Exploration, Inc.)

Capital Stock of Merger Subsidiary. Each share of common stock of Merger Subsidiary issued and outstanding share of Merger Subsidiary Common Stock immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share0.01, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall be constitute the only issued and outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock shall be deemed for all purposes to evidence ownership and to represent the same number of shares of common stock of the Surviving Corporation.(c)

Appears in 1 contract

Samples: Iii 5 Agreement and Plan of Merger Agreement and Plan of Merger (Catalog Acquisition Co)

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Capital Stock of Merger Subsidiary. Each issued and outstanding share of Merger Subsidiary Common Stock shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall be constitute the only issued and outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock shall be deemed for all purposes to evidence ownership and to represent the same number of shares of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cellular Communications of Puerto Rico Inc /De/)

Capital Stock of Merger Subsidiary. Each share of common stock of Merger Subsidiary issued and outstanding share of Merger Subsidiary Common Stock immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share0.01, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall be consti tute the only issued and outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock shall be deemed for all purposes to evidence ownership and to represent the same number of shares of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LCS Industries Inc)

Capital Stock of Merger Subsidiary. Each share of common stock of Merger Subsidiary issued and outstanding share of Merger Subsidiary Common Stock immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall be constitute the only issued and outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock shall be deemed for all purposes to evidence ownership and to represent the same number of shares of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eresearchtechnology Inc /De/)

Capital Stock of Merger Subsidiary. Each issued and outstanding share of the common stock, $.001 par value, of Merger Subsidiary (“Merger Subsidiary Common Stock Stock”) shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation and shall be the only issued and (“Surviving Corporation Common Stock”). Each certificate representing outstanding capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock shall be deemed for all purposes to evidence ownership and to at the Effective Time represent the same an equal number of shares of common stock of the Surviving CorporationCorporation Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (JMG Exploration, Inc.)

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