Conversion of Mergersub Stock Clause Samples
The 'Conversion of Mergersub Stock' clause defines how the shares of a subsidiary company created for a merger (Mergersub) are treated during the merger process. Typically, this clause specifies that all outstanding shares of Mergersub are converted into shares of the surviving or parent company, or are canceled, depending on the structure of the transaction. This ensures that after the merger, the ownership structure is streamlined and Mergersub no longer exists as a separate entity, thereby facilitating the legal and operational consolidation of the companies involved.
Conversion of Mergersub Stock. At the Effective Time, each share of Mergersub Stock issued and outstanding immediately prior to the Effective Time 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 non-assessable share of the Surviving Corporation. Such newly issued shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation.
Conversion of Mergersub Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, the outstanding shares of the Common Stock, $1.00 par value per share, of Mergersub shall be converted into one share of the Common Stock of the Surviving Corporation and, upon surrender of the certificate or certificates representing such shares of Mergersub Common Stock, the Surviving Corporation shall promptly issue the owner thereof a certificate representing the share of Common Stock of the Surviving Corporation into which it has been converted. Such share shall be the only issued and outstanding capital stock of the Surviving Corporation and shall be owned by TALX.
Conversion of Mergersub Stock. At the Effective Time, (i) each ----------------------------- share of Mergersub Stock issued and outstanding immediately prior to the Effective Time 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 non-assessable share of the applicable Corporate Partner, and (ii) each one percent (1%) membership interest in an Pass Mergersub outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become a one percent (1%) membership interest of the LLC Partner. Such newly issued shares and membership interests shall thereafter constitute all of the issued and outstanding capital stock and membership interests of the Surviving Corporations.