Conversion of Merger Sub Common Stock. At the Effective Time, 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 one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (At Home Group Inc.), And (At Home Group Inc.), Agreement and Plan of Merger (Ultimate Software Group Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, $0.0001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (MINDBODY, Inc.), Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Symantec Corp)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ashland Inc.), Agreement and Plan of Merger (Alexander & Baldwin, Inc.), Agreement and Plan of Merger (Alexander & Baldwin Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will automatically be converted into one fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Spartan Stores Inc), Agreement and Plan of Merger (Nash Finch Co), Agreement and Plan of Merger (Nash Finch Co)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any further action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fortune Brands Inc), Agreement and Plan of Merger (Fortune Brands Inc), Agreement and Plan of Merger (Fortune Brands Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of stock of the Surviving Corporation. No capital stock of the Merger Sub will be issued or used in the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Inuvo, Inc.), Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Vertro, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, $0.001 par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation and those shares of the Surviving Corporation shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc), Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Allergan PLC)
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Kaye Group Inc), Agreement and Plan of Merger (Hub International LTD)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Company, par value $0.01 0.0001 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (ACON S2 Acquisition Corp.), Agreement and Plan of Merger (ArcLight Clean Transition Corp.), Agreement and Plan of Merger (Chardan Healthcare Acquisition 2 Corp.)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 0.0001 per share, of Merger Sub (a “Merger Sub Share”) issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, a membership interest of the Surviving CorporationCompany, and following the Effective Time, the membership interests of the Company that have been converted Merger Sub Shares shall be the only membership interests of the Company.
Appears in 3 contracts
Samples: Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Agreement and Plan of Merger, Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, 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 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 stock of the Surviving Corporation. No capital stock of the Merger Sub will be issued or used in the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aes Corp), Agreement and Plan of Merger (DPL Inc), Agreement and Plan of Merger (DPL Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Centennial Communications Corp /De), Agreement and Plan of Merger (NextWave Wireless Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will automatically be converted into one fully paid and nonassessable non-assessable share of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quintana Maritime LTD), Agreement and Plan of Merger (Interactive Data Holdings Corp), Agreement and Plan of Merger (Interactive Data Corp/Ma/)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each issued and outstanding share of common stock, par value $0.01 per sharepar value, 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 stockstock of the Surviving Corporation with the same rights, par value $0.01 per share, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mantech International Corp), Agreement and Plan of Merger (JDS Uniphase Corp /Ca/), Agreement and Plan of Merger (Navisite Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Doma Holdings, Inc.), Agreement and Plan of Merger (Inovalon Holdings, Inc.), Agreement and Plan of Merger (Doma Holdings, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, $.01 par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted automatically into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 per share, of share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of the common stock, par value $0.01 per share, stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall from and after the Effective Time evidence ownership of the same number of shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brek Energy Corp), Agreement and Plan of Merger (Gasco Energy Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one fully paid and nonassessable (1) share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Veritex Holdings, Inc.), Agreement and Plan of Reorganization (Veritex Holdings, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted automatically into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Factual Data Corp)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each issued and outstanding share of common stock, $0.0001 par value $0.01 per sharevalue, 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 stockstock of the Surviving Corporation with the same rights, par value $0.01 per share, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Trustwave Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Trustwave Holdings, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 Merger Effective Time shall be automatically converted into one duly authorized and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Transaction Agreement and Plan of Merger (BellRing Distribution, LLC), Transaction Agreement and Plan of Merger (Post Holdings, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Capital Stock that are issued and outstanding immediately after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clearone Communications Inc), Agreement and Plan of Merger (GigOptix, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.10 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one remain outstanding as a validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rykoff Sexton Inc), Agreement and Plan of Merger (Merrill Lynch & Co Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stockEach ordinary share, par value $US$0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into one fully paid and nonassessable share of common stocknon-assessable ordinary share, US$0.01 par value $0.01 per share, of the Surviving CorporationCorporation and the Register of Members of the Company shall be updated to reflect such issuance of ordinary shares of the Surviving Corporation to each holder of shares of Merger Sub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SMART Global Holdings, Inc.), Agreement and Plan of Merger (SMART Modular Technologies (WWH), Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Impax Merger Effective Time shall be converted into one fully paid and nonassessable share of common stockstock of the Surviving Company, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Business Combination Agreement (Atlas Holdings, Inc.), Limited Liability Company Agreement (Impax Laboratories Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of Merger Sub common stock, par value $0.01 0.001 per share, of share ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of Company as the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stratex Oil & Gas Holdings, Inc.), Agreement and Plan of Merger (RICHFIELD OIL & GAS Co)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.01, of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Voting Agreement (TGC Industries Inc), Voting Agreement (Dawson Geophysical Co)
Conversion of Merger Sub Common Stock. At the Effective ------------------------------------- Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ingenico S A), Agreement and Plan of Merger (Ivi Checkmate Corp)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time 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 the Surviving Corporation and those shares of the Surviving Corporation shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Indivior PLC), Agreement and Plan of Merger (Indivior PLC)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted at the Effective Time into one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation, par value $0.01 0.0001 per share, and such shares will constitute the only outstanding equity interests of the Surviving CorporationCorporation following the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. III), Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. II)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, $0.001 par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carrier Access Corp), Agreement and Plan of Merger (Force10 Networks Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 validly issued, fully paid and nonassessable non-assessable 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunedison, Inc.), Agreement and Plan of Merger (Vivint Solar, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MWI Veterinary Supply, Inc.), Agreement and Plan of Merger (Amerisourcebergen Corp)
Conversion of Merger Sub Common Stock. At the Effective Time, each issued and outstanding share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blue Dolphin Energy Co), Agreement and Plan of Merger (American Resources Offshore Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each issued and outstanding share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock").
Appears in 2 contracts
Samples: Plan and Agreement of Merger (American Resources Offshore Inc), Plan and Agreement of Merger (Blue Dolphin Energy Co)
Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any other Person, 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 one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Priority Technology Holdings, Inc.), Agreement and Plan of Merger (Priority Technology Holdings, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dell Inc), Agreement and Plan of Merger (Asta Funding Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Varolii CORP), Agreement and Plan of Merger (Covad Communications Group Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Oakley Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.10 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one remain outstanding as a val- idly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jp Foodservice Inc), Agreement and Plan of Merger (Jp Foodservice Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Ii Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Cole National Corp /De/)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Company, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spring Valley Acquisition Corp.), Subscription Agreement (Good Works Acquisition Corp.)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, share par value of the Surviving Corporation. Such share will thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TAMINCO Corp), Agreement and Plan of Merger (Eastman Chemical Co)
Conversion of Merger Sub Common Stock. At Each of the Effective Time, each share shares of common stock, par value $0.01 per share, stock of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time of the Merger shall be converted into one fully paid and nonassessable share 1,000 shares of common stock, par value $0.01 per share, stock of the Surviving Corporation, without par value.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mainsource Financial Group), Agreement and Plan of Merger (Indiana United Bancorp)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time Time, shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, 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 the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marina Biotech, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, stock par value $0.01 per share, share of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one duly authorized, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationKeySpan Common Stock.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving CorporationEntity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Share Acquisition (26 Capital Acquisition Corp.)
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 and become one validly issued, fully paid paid, and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation 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.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation, and the share of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only share of Company Common Stock that is issued and outstanding immediately after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (IntraLinks Holdings, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each share by virtue of the Merger and without any action on the part of the holder thereof, all shares of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one and become 1,000,000 validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Company Common Shares of the Surviving CorporationCompany and 1,675,000 validly issued, fully paid and nonassessable Company Preferred Shares of the Surviving Company.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one remain outstanding as a validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of Merger Sub common stock, par value $0.01 0.0001 per share, of share ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of BRE as the Surviving Corporationsurviving corporation in the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (EnerJex Resources, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone Therapeutics Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the DK Merger Effective Time shall be converted into one fully paid and nonassessable share of common stockstock of the Surviving Company, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Business Combination Agreement (Diamond Eagle Acquisition Corp. \ DE)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 0.0001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Red Mile Entertainment Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each issued and outstanding share of the common stock, par value $0.01 .001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time ("Merger Sub Common Stock") shall be converted into and become one (1) fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock"). Each certificate representing outstanding shares of Merger Sub Common Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, subject to the terms and conditions of this Agreement, by virtue of the Merger and without any further action on the part of the Parties, each share of Merger Sub’s common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, exchanged for a membership interest of the Surviving CorporationCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Legato Merger Corp. Ii)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable non-assessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Capital Stock that are issued and outstanding immediately after the Effective Time.
Appears in 1 contract
Samples: Acquisition Agreement (Amn Healthcare Services Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each issued and outstanding 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 (1) fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cotiviti Holdings, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub common stock are so converted shall be the only shares of common stock of the Surviving Corporation that are issued and outstanding immediately after the Effective Time.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of redeemed by the Surviving CorporationEntity for the sum of one dollar ($1.00).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Shoshone Silver/Gold Mining Co)
Conversion of Merger Sub Common Stock. At the Effective Time, 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 one fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each share of the common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share fifty (50) shares of common stock, par value $0.01 per share, of the Surviving CorporationCompany Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Par Petroleum Corp/Co)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, stock of Merger Sub (the “Merger Sub Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall will be converted into one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per sharepar value, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Axsys Technologies Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one hundred (100) newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jolley Marketing Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of the common stock, par value $0.01 per share, stock of the Surviving CorporationCompany.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted at the Effective Time into one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Entity, par value $0.01 0.0001 per share, and such shares will constitute the only outstanding equity interests of the Surviving CorporationEntity following the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. III)
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 one 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.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub 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 0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hanger Orthopedic Group Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, $0.001 par value $0.01 per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation and those shares of the Surviving Corporation shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 0.0001 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Capital Stock that are issued and outstanding immediately after the Effective Time.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, $0.001 par value $0.01 per share, of the Surviving CorporationCorporation and shall be the only shares of capital stock of the Surviving Corporation that are issued and outstanding immediately after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Netscreen Technologies Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time Time, shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, 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 the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Snap Interactive, Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, $0.001 par value $0.01 per share, of Oncolix and the Surviving Corporationshares of Oncolix into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Oncolix Stock that are issued and outstanding immediately after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Environmental Petroleum Producers Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per sharepar value, of Merger Sub (the “Merger Sub Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per sharepar value, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub common stock are so converted shall be the only shares of the Surviving Corporation that are issued and outstanding immediately after the Effective Time.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Obagi Medical Products, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time Time, shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, 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 the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jaguar Animal Health, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, stock par value $0.01 per share, share of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one duly authorized, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationKeySpan Common Stock.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of common stock of Merger Sub will be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lattice Semiconductor Corp)
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, $0.001 par value $0.01 per share, of the Surviving CorporationCompany and the shares of the Company into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Stock that are issued and outstanding immediately after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Netscreen Technologies Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, 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 capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, Date each share of common stock, par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time Date shall be converted into and thereafter represent one duly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will automatically be converted into one fully paid and nonassessable non-assessable share of common stock, $0.10 par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Financial Partners Corp)
Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent as the sole stockholder of Merger Sub, each issued and outstanding share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Food Technology Service Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, Time each share of common stock, par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter represent one duly issued, fully paid and nonassessable share of common stock, par value $0.01 .0001 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AccountAbilities, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, 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 one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. From and after the Effective Time, any and all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KAR Auction Services, Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each 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 (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time 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. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Communications Group Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each outstanding share of common stock, par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable non-assessable share of the common stock, US$0.01 par value $0.01 per share, of the Surviving Corporation. 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 the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Capital Stock that are issued and outstanding immediately after the Effective Time.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, subject to the terms and conditions of this Agreement, by virtue of the Merger and without any further action on the part of the Parties, each share of Merger Sub’s common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving CorporationCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alpine Acquisition Corp.)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall will be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of Merger Sub Common Stock will be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reynolds American Inc)
Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, 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 validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, $0.001 par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation and those shares of the Surviving Corporation shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Repros Therapeutics Inc.)
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.001 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 0.001 per share, of the Surviving Corporation, 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.
Appears in 1 contract
Conversion of Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.. Section 2.02
Appears in 1 contract
