Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such shares, be converted into one issued and outstanding share of common stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Px Acquisition Corp), Agreement and Plan of Merger (Cbi Industries Inc /De/), Agreement and Plan of Merger (Px Acquisition Corp)
Conversion of Purchaser Common Stock. At the Effective Time, each Each share of Common Stockcommon stock, par value $0.01 .01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and exchangeable for one issued and outstanding share of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bayer Corp), Agreement and Plan of Merger (Piercing Pagoda Inc), Agreement and Plan of Merger (Bayer Corp)
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stockcommon stock, par value $0.01 .01 per share, of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into one issued and outstanding share become the number of validly issued, fully paid and nonassessable shares of common stock stock, par value $.01 per share, of the Surviving CorporationCorporation equal to the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Exide Electronics Group Inc), Agreement and Plan of Merger (Biovail Corporation International), Agreement and Plan of Merger (BTR Acquisition Corp)
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stock, par value $0.01 per share, common stock of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and become one issued validly issued, fully paid and outstanding non-assessable share of common stock stock, without par value, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Raven Acquisition Corp.), Agreement and Plan of Merger (Tektronix Inc)
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stock, par value $0.01 .001 per share, of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders holder of such shares, be converted into and become one issued validly issued, fully paid, and outstanding nonassessable share of common Common Stock, par value $.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Main Street Acquisition CORP), Agreement and Plan of Merger (Main Street Restaurant Group, Inc.), Agreement and Plan of Merger (Main Street Restaurant Group, Inc.)
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stockcommon stock, no par value $0.01 per sharevalue, of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and 4 8 become one issued validly issued, fully paid and outstanding share nonassessable shares of common stock stock, no par value, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Yellow Corp), Agreement and Plan of Merger (JPF Acquisition Corp), Agreement and Plan of Merger (Jevic Transportation Inc)
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stock, par value $0.01 per share, common stock of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and become one issued validly issued, fully paid and outstanding non-assessable share of common stock stock, par value $1.00 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacific Scientific Co), Agreement and Plan of Merger (Pacific Scientific Co)
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stockcommon stock, par value $0.01 .01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and become one issued validly issued, fully paid and outstanding non-assessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metromail Corp), Agreement and Plan of Merger (Great Universal Acquisition Corp)
Conversion of Purchaser Common Stock. At the Effective Time, each share the shares of Common Stockcommon stock, no par value $0.01 per sharevalue, of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into one issued and outstanding share become the number of validly issued, fully paid and nonassessable shares of common stock stock, no par value, of the Surviving Corporation.Corporation equal to the number of Common Shares outstanding on a fully diluted basis immediately prior to the Effective Time. SECTION 2.09
Appears in 2 contracts
Samples: Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Voith Sulzer Acquisition Corp), Exhibit 1 Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Impact Systems Inc /Ca/)
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stockcommon stock, par value $0.01 .01 per share, of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and become one issued validly issued, fully paid and outstanding non-assessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zeigler Coal Holding Co), Agreement and Plan of Merger (Aei Resources Inc)
Conversion of Purchaser Common Stock. At the Effective Time, each Each share of Common Stock, par value $0.01 per share, common stock of Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such shares, shall be converted into one issued and outstanding a share of common stock stock, par value $0.001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synopsys Inc), Agreement and Plan of Merger (Numerical Technologies Inc)
Conversion of Purchaser Common Stock. At the Effective Time, ------------------------------------ each share of Common Stockcommon stock, par value $0.01 per share, of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and become one issued validly issued, fully paid and outstanding nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CLC Acquisition Corp), Agreement and Plan of Merger (Coinmach Laundry Corp)
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stockcommon stock, par value $0.01 per share, of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and become one issued validly issued, fully paid and outstanding nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rsa Acquisition Corp), Agreement and Plan of Merger (American Safety Razor Co)
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stockcommon stock, no par value $0.01 per sharevalue, of the Purchaser issued and outstanding immediately prior to the Effective Time 4 8 shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and become one issued validly issued, fully paid and outstanding share nonassessable shares of common stock stock, no par value, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jevic Transportation Inc)
Conversion of Purchaser Common Stock. At the Effective Time, each Each share of Common Stock, par value $0.01 per share, common stock of Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and exchangeable for one issued and outstanding share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edb 4tel Acquisition Corp)
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into one issued and outstanding each share of common stock of the Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. Section 2.9.
Appears in 1 contract
Samples: Merger Agreement (Pinault Printemps Redoute Sa Et Al)
Conversion of Purchaser Common Stock. At the Effective ------------------------------------ Time, each share of Common Stockcommon stock, par value $0.01 .01 per share, of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and become one issued validly issued, fully paid and outstanding non-assessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Princess Beverly Coal Holding Co Inc)
Conversion of Purchaser Common Stock. At the Effective Time, each Each share of Common Stock, par value $0.01 per share, common ------------------------------------ stock of Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and exchangeable for one issued and outstanding share of common stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stockcommon stock, par value $0.01 0.001 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and become one issued validly issued, fully paid and outstanding nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stock, par value $0.01 per share, common stock of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and become one issued validly issued, fully paid and outstanding non-assessable share of common stock of the Surviving Corporation so that, immediately after the Effective Time, Parent shall be the holder of all the issued and outstanding shares of the common stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Purchaser Common Stock. At the Effective Time, each share of Common Stock, par value $0.01 .01 per share, of the Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into and become one issued validly issued, fully paid and outstanding nonassessable share of common Common Stock, par value $.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 Purchaser Common Stock. At the Effective Time, each share of Common Stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Purchaser or the holders of such sharesholder thereof, be converted into one issued and outstanding each share of common stock of the Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pinault Printemps Redoute Sa Et Al)
