Common use of Merger Sub Capital Stock Clause in Contracts

Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or any Company Stockholder, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lsi Corp)

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Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Company Stockholderthe respective stockholders thereof, each share of common capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for become one validly issued, fully paid and nonassessable non-assessable share of common stock Company Common Stock (and the shares of the Surviving Corporation. Each stock certificate Company into which the shares of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such capital stock are so converted will be the only shares of the Company’s capital stock of that are issued and outstanding immediately after the Surviving CorporationEffective Time).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zynga Inc)

Merger Sub Capital Stock. At the Effective Time, by virtue of the First Merger and without any action on the part of Merger Sub, any of the Company or any Company Stockholderparties hereto, each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.01 per share, of the Interim Surviving Corporation. Each From and after the Effective Time, each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub shall continue to evidence ownership of such shares of capital stock of the Interim Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Sumtotal Systems Inc)

Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, any of the Company or any Company Stockholderparties hereto, each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted automatically into and exchanged for one validly issued, fully paid and nonassessable non assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each From and after the Effective Time, each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.. Table of Contents

Appears in 1 contract

Samples: Agreement and Plan of Merger (Plantronics Inc /Ca/)

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Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, any of the Company or any Company Stockholderparties hereto, each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.001 per share, of the Surviving CorporationEntity. Each From and after the Effective Time, each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub shall continue to evidence ownership of such shares of capital stock of the Surviving CorporationEntity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Icx Technologies Inc)

Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subeach ordinary share, the Company or any Company Stockholderno par value, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically and without further action converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock ordinary share, par value NIS 0.01 per share, of the Surviving CorporationCompany and such ordinary shares shall constitute the only outstanding share capital of the Surviving Company. Each stock certificate evidencing ownership of such shares of Merger Sub evidencing ownership immediately prior to the Effective Time shall, as of any such shares shall continue to the Effective Time, evidence ownership of such shares of capital stock of the Surviving CorporationCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Syneron Medical Ltd.)

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