Common use of Effect on Capital Stock of Merger Sub Clause in Contracts

Effect on Capital Stock of Merger Sub. At the Effective Time, the shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and exchanged on a one-for-one basis for shares of validly issued, fully paid and nonassessable common stock, par value $0.001 per share, of the Surviving Corporation, all in accordance with, and pursuant to, the terms of this Agreement and Merger Sub’s certificate of incorporation. Each stock certificate of Merger Sub evidencing ownership of shares of common stock of Merger Sub shall continue to evidence ownership of common stock of the Surviving Corporation consistent with the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Select Medical Corp)

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Effect on Capital Stock of Merger Sub. At the Effective Time, the shares each share of common capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without further action on the part of the sole stockholder of Merger Sub, be automatically converted into and exchanged on a one-for-become one basis for shares of validly issued, fully paid and nonassessable common stock, par value $0.001 per share, of the Surviving Corporation, all in accordance with, and pursuant to, the terms of this Agreement and Merger Sub’s certificate of incorporation. Each stock certificate of Merger Sub evidencing ownership of shares of common stock of Merger Sub shall continue to evidence ownership share of common stock of the Surviving Corporation consistent with (and the foregoingshares of the Surviving Corporation into which the shares of Merger Sub capital stock are so converted shall be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the Effective Time). Each certificate evidencing ownership of shares of Merger Sub common stock will evidence ownership of such shares of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.)

Effect on Capital Stock of Merger Sub. At the Effective Time, the shares each share of common capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without further action on the part of the sole stockholder of Merger Sub, be automatically converted into and exchanged on a one-for-become one basis for shares of validly issued, fully paid and nonassessable common stock, par value $0.001 per share, of the Surviving Corporation, all in accordance with, and pursuant to, the terms of this Agreement and Merger Sub’s certificate of incorporation. Each stock certificate of Merger Sub evidencing ownership of shares of common stock of Merger Sub shall continue to evidence ownership share of common stock of the Surviving Corporation consistent with (and the foregoing.shares of the Surviving Corporation into which the shares of Merger Sub capital stock are so converted shall be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the Effective Time). Each certificate evidencing ownership of shares of Merger Sub common stock will evidence ownership of such shares of common stock of the Surviving Corporation. (b)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simulations Plus, Inc.)

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Effect on Capital Stock of Merger Sub. At the Effective Time, by virtue of the shares Merger and without any action on the part of Parent, Merger Sub or the Company, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and exchanged on a one-for-for one basis for shares of (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share, stock of the Surviving Corporation, all in accordance with, and pursuant to, the terms of this Agreement and Merger Sub’s certificate of incorporation. Each stock certificate of Merger Sub evidencing ownership of any shares of common stock of Merger Sub shall continue to evidence ownership of such share of common stock of the Surviving Corporation consistent with the foregoingCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (8x8 Inc /De/)

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