Common use of Conversion of Merger Sub Stock Clause in Contracts

Conversion of Merger Sub Stock. Each share of capital stock of Merger Sub outstanding at the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sys), Agreement and Plan of Merger (Packetport Com), Agreement and Plan of Merger (Packetport Com)

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Conversion of Merger Sub Stock. Each share of capital common stock of Merger Sub issued and outstanding at immediately prior to the Effective Time Time, without any action on the part of the holder thereof, shall be converted into and become one validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Alexanders J Corp), Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Alexanders J Corp)

Conversion of Merger Sub Stock. Each share of capital stock of Merger Sub issued and outstanding at immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Emagin Corp), Agreement and Plan of Merger (Smithfield Foods Inc), Agreement and Plan of Merger (Harman International Industries Inc /De/)

Conversion of Merger Sub Stock. Each share of capital common stock of Merger Sub issued and outstanding at immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation, following which, the Surviving Corporation shall be a wholly owned Subsidiary of Parent. 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 3 contracts

Samples: Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (Southern Community Financial Corp), Agreement and Plan of Merger (Capital Bank Financial Corp.)

Conversion of Merger Sub Stock. Each share of capital common stock of Merger Sub Sub, par value $0.01 per share, issued and outstanding at immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger And (Ask Jeeves Inc), Agreement and Plan of Merger and Reorganization (Iac/Interactivecorp)

Conversion of Merger Sub Stock. Each share of capital common stock of Merger Sub issued and outstanding at immediately prior to the Effective Time shall be converted into and become one validly issued, fully fully-paid and non-assessable share of common stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (Artesyn Technologies Inc)

Conversion of Merger Sub Stock. Each share of capital stock Merger Sub Stock issued and outstanding immediately prior to the Effective Time (other than shares of Merger Sub outstanding Stock held in Merger Sub's treasury) shall, at the Effective Time shall Time, by virtue of the Subsidiary Merger and without any action on the part of the holder thereof, be converted into and become one duly authorized, validly issued, fully paid and non-assessable nonassessable share of common stock of the Subsidiary Surviving Corporation.

Appears in 2 contracts

Samples: Escrow Agreement (Alamosa PCS Holdings Inc), Escrow Agreement (Alamosa PCS Holdings Inc)

Conversion of Merger Sub Stock. Each share of capital common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall, at the Effective Time shall Time, be converted into and become one validly issued, fully paid and non-non assessable share of common stock of the Surviving Corporation, following which, the Surviving Corporation shall be a wholly owned Subsidiary of the Purchaser.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA), Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)

Conversion of Merger Sub Stock. Each share of capital stock of Merger Sub issued and outstanding at immediately before the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation., which shares shall constitute all of the issued and outstanding shares of the Surviving Corporation immediately after the Effective Time. (c)

Appears in 1 contract

Samples: Contents Agreement and Plan of Merger (Animal Health International, Inc.)

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Conversion of Merger Sub Stock. Each share of capital common stock of the Merger Sub issued and outstanding at immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving CorporationCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boston Beer Co Inc)

Conversion of Merger Sub Stock. Each share of capital stock Merger Sub Stock issued and outstanding immediately prior to the Effective Time (other than shares of Merger Sub outstanding Stock held in Merger Sub's treasury) shall, at the Effective Time shall Time, by virtue of the Subsidiary Merger and without any action on the part of the holder thereof, be converted into and become one duly authorized, validly issued, fully paid and non-assessable nonassessable share of common stock of the Subsidiary Merger Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Alamosa PCS Holdings Inc)

Conversion of Merger Sub Stock. Each share of capital common stock of Merger Sub issued and outstanding at immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock of Giant, as the Surviving Corporationsurviving corporation in the Merger.

Appears in 1 contract

Samples: Transaction Agreement (Graphic Packaging Corp)

Conversion of Merger Sub Stock. Each share The shares of capital stock of any class or series of Merger Sub Stock (the "Merger Sub Stock") issued and outstanding immediately prior to the Effective Time shall become shares of stock of the Surviving Corporation at the Effective Time shall be converted into having the same terms, rights and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporationpreferences.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amsouth Bancorporation)

Conversion of Merger Sub Stock. Each share of capital stock of Merger Sub issued and outstanding at immediately before the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation, which shares shall constitute all of the issued and outstanding shares of the Surviving Corporation immediately after the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Celebrate Express, Inc.)

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