Common Stock of Surviving Corporation Sample Clauses

Common Stock of Surviving Corporation. As of the Effective Time of the Merger, each one share of the issued and outstanding shares of common stock of Newco shall, by virtue of the Merger and without any action on the part of Purchaser be converted into one share of the common stock of the Surviving Corporation. Each share shall be fully paid and non-assessable.
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Common Stock of Surviving Corporation. Upon consummation of the Merger, each of the issued and outstanding shares of common stock of Newco shall be automatically converted into such number of shares of the common stock of the Surviving Corporation as shall equal the "Outstanding Number". Each such share shall be held by VSI and shall be fully paid and non-assessable. For purposes of this Agreement, the term "Outstanding Number" shall mean the aggregate number of shares of Company Common Stock (as hereinafter defined) outstanding immediately prior to the Effective Time of the Merger divided by the number of shares of common stock of Newco outstanding immediately prior to the Effective Time of the Merger.
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Common Stock of Surviving Corporation. As of the Effective Time of the Merger, each share of the issued and outstanding shares of common stock of Acquisition Sub shall, by virtue of the Merger and without any action on the part of Purchaser, be converted into one share of the common stock of the Surviving Corporation. Each share shall be fully paid and non-assessable.
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Common Stock of Surviving Corporation. Following the Effective Time, all issued and outstanding shares of Common Stock of Sub will continue to be fully paid and nonassessable shares of Common Stock of the Surviving Corporation. Each certificate of Sub evidencing ownership of any such shares will continue to evidence ownership of the same number of shares of Common Stock of the Surviving Corporation.
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Common Stock of Surviving Corporation. At the Effective Time of the Merger, each of the issued and outstanding shares of common stock of Newco shall, by virtue of the Merger and without any action on the part of SN, be canceled and retired and shall cease to exist, and SN shall cease to have any rights with respect to such shares of Newco common stock, except the right to receive shares of common stock of RMSA.
Sample 1
Common Stock of Surviving Corporation. Following the Effective Time of the Merger, each of the issued and outstanding shares of common stock of Newco shall, by virtue of the Merger and without any action on the part of TSI continue to be outstanding shares of common stock of the Surviving Corporation. Each share shall be fully paid and non-assessable.
Sample 1
Common Stock of Surviving Corporation. ... 2 Section 1.3 Conversion or Cancellation of Microgyn Capital Stock..................... 2 Section 1.4 No Fractional Interests.................... 6 Section 1.5 Issuance and Delivery of Merger Securities................................. 6 Section 1.6
Sample 1
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Common Stock of Surviving Corporation. On the Effective Date, each share of common stock of FAC issued and outstanding immediately prior to the Effective Date shall continue unchanged and shall continue to evidence one share of common stock of the Surviving Corporation.
Sample 1

Related to Common Stock of Surviving Corporation

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • The Surviving Corporation Section 3.01.

  • Surviving Corporation 6 Tax...........................................................................17

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Capital Stock of Merger Sub Each share of the common stock 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, $0.01 par value per share, of the Surviving Corporation.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Name of Surviving Corporation After the merger, the Surviving Corporation shall have the name "Capital Bank Corporation"

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