Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders of any Shares or holders of common stock, par value $.01 per share, of Purchaser (the "Purchaser Common Stock"):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Official Payments Corp), Agreement and Plan of Merger (Unigraphics Solutions Inc), Agreement and Plan of Merger (Tier Technologies Inc)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders any holder of any Shares or holders shares of common stockCompany Common Stock, shares of Special Preferred Stock, par value $.01 per share, of Purchaser the Company (the "Purchaser Common Special Preferred Stock"):) or any holder of shares of capital stock of Sub:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Republic Engineered Steels Inc), Agreement and Plan of Merger (Res Acquisition Corp), Agreement and Plan of Merger (Republic Engineered Steels Inc)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 per share, of Purchaser the Company (the "Purchaser Company Common Stock"):), or capital stock of Merger Sub:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lennox International Inc), Agreement and Plan of Merger (Service Experts Inc), Agreement and Plan of Merger (Lennox International Inc)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 1.25 per share, of Purchaser the Company (the "Purchaser Company Common Stock"):) or any shares of capital stock of Sub:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Whirlpool Corp /De/)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 0.001 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”), or any shares of capital stock of Merger Co.:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Refco Inc.), Agreement and Plan of Merger (Refco Inc.), Agreement and Plan of Merger (Refco Inc.)
Effect on Capital Stock. As of At the Effective TimeDate, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 per share0.001, of Purchaser the Company (the "Purchaser “Company Common Stock"):”), the following shall occur:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us Energy Corp), Agreement and Plan of Merger (Crested Corp)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 0.0001 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”) or the holder of any shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sage Summit LP), Agreement and Plan of Merger (GLG Partners, Inc.)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or the holders of any Shares or holders shares of common stock, par value $.01 0.01 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”) or any shares of capital stock of Purchaser:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders Company, Parent, Merger Sub or any holder of any Shares or holders shares of common stock, $0.01 par value $.01 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HealthSpring, Inc.), Agreement and Plan of Merger (Post Holdings, Inc.)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 0.001 per share, of Purchaser the Company (the "Purchaser Company Common Stock"):) or any shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (L-1 Identity Solutions, Inc.), Agreement and Plan of Merger (Invision Technologies Inc)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders any holder of any Shares or holders shares of Company's common stock, $1.00 par value $.01 per share, of Purchaser share (the "Purchaser Common StockShares"):), or any other capital stock of Company or any shares of capital stock of Purchaser:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pillowtex Corp), Fieldcrest Cannon Inc
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 0.001 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”) or any shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digimarc Corp), Agreement and Plan of Merger (Talen Energy Supply, LLC)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of the Company’s common stock, $0.01 par value $.01 per share, of Purchaser share (the "Purchaser “Company Common Stock"):”), or any shares of capital stock of Parent or Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smithfield Foods Inc), Agreement and Plan of Merger (Premium Standard Farms, Inc.)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Buyer Bank, New Bank, the Company or the holders of any Shares or holders shares of the common stock, par value $.01 5.00 per share, of Purchaser the Company (the "Purchaser Company Common Stock"):
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cbny Investment Services Corp), Agreement and Plan of Reorganization (North Fork Bancorporation Inc)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 0.001 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):“), or any shares of capital stock of Merger Co.:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Refco Inc.), Agreement and Plan of Merger (Refco Inc.)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of the issued and outstanding common stockstock of the Company, par value $.01 0.01 per share, of Purchaser share (the "Purchaser “Company Common Stock"):”) or any shares of capital stock of Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sport Supply Group, Inc.), Agreement and Plan of Merger (Sage Parent Company, Inc.)
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders any holder of any Shares or holders shares of common stock, par value $.01 0.01 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"”) or of shares of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mgi Pharma Inc), Agreement and Plan of Merger (Guilford Pharmaceuticals Inc)
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders of any Shares or holders shares of common stockthe Company's Class A Company Common Stock, par value $.01 per share, of Purchaser share (the "Purchaser Company Common Stock"):
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (At&t Corp), Amended and Restated Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, $0.001 par value $.01 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”) or any shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Somera Communications Inc), Agreement and Plan of Merger (Tornier B.V.)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders any holder of any Shares or holders shares of common stockthe Company’s Common Stock, par value $.01 0.01 per share, of Purchaser share (the "Purchaser “Company Common Stock"):”), or of any shares of capital stock of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Graham Packaging Co Inc.), Agreement and Plan of Merger (Silgan Holdings Inc)
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 per share, of Purchaser the Company (the "Purchaser Company Common Stock"), the holder of any shares of capital stock of Parent or the holder of any shares of common stock, par value $.01 per share, of Acquisition (the "Acquisition Common Stock"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Select Medical Corp), Agreement and Plan of Merger (EGL Holding CO)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 .001 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”) or any shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Archipelago Learning, Inc.), Agreement and Plan of Merger (Nts, Inc.)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders Company, Parent, Merger Sub or any holder of any Shares or holders shares of common stock, $1.00 par value $.01 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parker Hannifin Corp), Agreement and Plan of Merger (Clarcor Inc.)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 0.00025 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jda Software Group Inc), Agreement and Plan of Merger (Jda Software Group Inc)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 0.001 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”) or any shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.), Agreement and Plan of Merger (Biosource International Inc)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders Company, Parent, Merger Sub or any holder of any Shares or holders shares of common stock, $0.001 par value $.01 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tivity Health, Inc.), Agreement and Plan of Merger (Nutri System Inc /De/)
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 0.01 per share, of Purchaser the Company (the "Purchaser Company Common Stock"):) or of any shares of common stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brookdale Senior Living Inc.), Agreement and Plan of Merger (American Retirement Corp)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of the Company’s common stock, par value $.01 .0001 per share, of Purchaser share (the "Purchaser “Company Common Stock"):”), or any shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Graham Holdings Co), Agreement and Plan of Merger (SmartPros Ltd.)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 0.01 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”) or any shares of capital stock of Purchaser:
Appears in 1 contract
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action (except as provided in this Section 2.1) on the part of Sub, Parent, Company, or the holders holder of any Shares or holders shares of Company common stock, $.01 par value $.01 per share, of Purchaser (the "Purchaser “Company Common Stock"”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intelli Check Mobilisa, Inc)
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 per share, of Purchaser Vector (the "Purchaser Vector Common Stock"):) or any shares of common stock of MergerCo, par value $.01 per share:
Appears in 1 contract
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 1.00 per share, of Purchaser the Company (the "Purchaser Company Common Stock"):) or any shares of capital stock of Merger Sub:
Appears in 1 contract
Effect on Capital Stock. As of (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the holders Parties or the holder of any Shares or holders shares of common stock, $0.001 par value $.01 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”) or Merger Sub Common Stock:
Appears in 1 contract
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, $0.001 par value $.01 per share, of Purchaser the Company (the "Purchaser Company Common Stock"):) or any shares of capital stock of Merger Sub:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Warburg Pincus Private Equity IX, L.P.)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or the holders of any Shares or holders of the following securities: (a) Common Stock of Purchaser. Each share of common stock, par value $.01 0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time will 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. (the "Purchaser Common Stock"):b)
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dendrite International Inc)
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders of any Shares or holders of common stock, par value $.01 1.00 per share, of Purchaser (the "Purchaser Common Stock"):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Commerce Inc)
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders Company, Acquisition, the holder of any Shares or holders shares of common stock, par value $.01 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"”), the holder of any shares of common stock, par value $.01 per share, of Parent, or the holder of any shares of common stock, par value $.01 per share, of Acquisition (“Acquisition Common Stock”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Surgical Partners International Inc)
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders any holder of any Shares or holders shares of common stock, par value $.01 0.001 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”) or shares of capital stock of Merger Sub:
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Oil & Gas Inc)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders Company, Parent, Merger Sub or any holder of any Shares or holders shares of common stock, $0.01 par value $.01 per share, of Purchaser the Company (the "Purchaser Company Common Stock"):
Appears in 1 contract
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action (except as provided in Section 4.9) on the part of the holders holder of any Shares or holders shares of Company common stock, par value $.01 .001 per share, of Purchaser share (the "Purchaser Company Common Stock"):
Appears in 1 contract
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value Execution Copy $.01 0.00025 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:
Appears in 1 contract
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action (except as provided in Section 4.7) on the part of the holders holder of any Shares or holders shares of Company common stock, par value $.01 per share, of Purchaser share (the "Purchaser Company Common StockCompany Common Stock"):
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Upgrade International Corp /Fl/)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders any holder of any Shares or holders shares of common stockthe Company’s Common Stock, par value $.01 0.01 per share, of Purchaser share (the "Purchaser “Company Common Stock"”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graham Packaging Co Inc.)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub, the holders Company or the holder of any Shares or holders shares of common stock, par value $.01 0.01 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dupont Photomasks Inc)
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders of any Shares or holders shares of common stockthe Company's Class A Company Common Stock, par value $.01 per share, of Purchaser share (the "Purchaser Company Common Stock"):)
Appears in 1 contract
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 0.001 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”), or any membership interests of Merger Co.:
Appears in 1 contract
Samples: Assignment Agreement and Plan of Merger (Archipelago Learning, Inc.)
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action (except as provided in Section 4.7) on the part of the holders holder of any Shares or holders shares of Company common stock, par value $.01 per share, of Purchaser share (the "Purchaser Company Common Stock"):
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pathways Group Inc)
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders Company, Acquisition, the holder of any Shares or holders shares of common stock, par value $.01 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"”), the holder of any limited liability company interests of Parent, or the holder of any shares of common stock, par value $.01 per share, of Acquisition (“Acquisition Common Stock”):
Appears in 1 contract
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders of any Shares or holders shares of common stockthe Company's Class A Company Common Stock, par value $.01 per share, of Purchaser share (the "Purchaser Company Common Stock"):) 2
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
Effect on Capital Stock. As of At the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 0.33 1/3 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"):”) or any shares of capital stock of Acquirer:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortegra Financial Corp)
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 per share, of Purchaser the Company (the "Purchaser Company Common Stock"):) or Parent:
Appears in 1 contract
Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders holder of any Shares or holders shares of common stock, par value $.01 per share, of Purchaser the Company (the "Purchaser “Company Common Stock"”) or Parent (“Parent Common Stock”):
Appears in 1 contract
