Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 58 contracts
Samples: Agreement and Plan of Merger (Con-Way Inc.), Agreement and Plan of Merger (Jones Group Inc), Agreement and Plan of Merger (PRA Health Sciences, Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (RespireRx Pharmaceuticals Inc.), Agreement and Plan of Merger (DG FastChannel, Inc), Agreement and Plan of Merger (Arthrocare Corp)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Variagenics Inc), Agreement and Plan of Merger (American Physicians Capital Inc)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Archipelago Holdings Inc), And Restated Agreement and Plan of Merger (Archipelago Holdings Inc), Agreement and Plan of Merger (Archipelago Holdings Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Tegal Corp /De/), Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (Baldor Electric Co)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of the Parent.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Northstar Health Services Inc), Agreement and Plan of Merger (SWWT Inc), Agreement and Plan of Merger (Automatic Data Processing Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 .001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Paradyne Networks Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Digital Generation Systems Inc), Agreement and Plan of Merger (First Health Group Corp), Agreement and Plan of Merger (Cmgi Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 0.10 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 0.10 per share, of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cardinal Health Partners Lp), Agreement and Plan of Merger (Choicepoint Inc), Agreement and Plan of Merger (Sterling Venture Partners L P)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Amazon Com Inc), Agreement and Plan of Merger (Whole Foods Market Inc), Agreement and Plan of Merger (Irobot Corp)
Merger Sub. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation, par value $0.01 0.001 per share, and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation as of immediately after the Effective Time.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Benefitfocus, Inc.), Agreement and Plan of Merger (Voya Financial, Inc.), Agreement and Plan of Merger (Benefitfocus, Inc.)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Pxre Group LTD), Agreement and Plan of Merger (Pxre Group LTD), Agreement and Plan of Merger (Argo Group International Holdings, Ltd.)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.01 per share, of the Surviving CorporationCompany, and such converted shares shall constitute the only outstanding shares of capital stock of the Surviving Company.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Engility Holdings, Inc.), Agreement and Plan of Merger (Science Applications International Corp), Agreement and Plan of Merger (Advaxis, Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.001 par value $0.01 per share, of the Surviving CorporationCompany, and such converted shares shall constitute the only outstanding shares of capital stock of the Surviving Company immediately following the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Infinity Pharmaceuticals, Inc.), Agreement and Plan of Merger (MEI Pharma, Inc.), Agreement and Plan of Merger (Infinity Pharmaceuticals, Inc.)
Merger Sub. At the Effective TimeEach common share, each share of common stock, $0.01 par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.01 per share, of the Surviving CorporationCompany, and such converted shares shall constitute the only outstanding shares of capital stock of the Surviving Company.
Appears in 4 contracts
Samples: Voting Agreement (Newhouse Broadcasting Corp), Agreement and Plan of Merger (Scripps Networks Interactive, Inc.), Agreement and Plan of Merger (Discovery Communications, Inc.)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, stock of the Surviving Corporation, and the Surviving Corporation shall thereby become a wholly owned subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ocean Energy Inc /Tx/), Agreement and Plan of Merger (Devon Energy Corp/De), Agreement and Plan of Merger (Mitchell Energy & Development Corp)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ust Inc), Agreement and Plan of Merger (CSC Holdings LLC), Agreement and Plan of Merger (Altria Group, Inc.)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pacific Capital Bancorp /Ca/), Agreement and Plan of Merger, Agreement and Plan of Merger (Unionbancal Corp)
Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nasdaq Stock Market Inc), Agreement and Plan of Merger, Agreement and Plan of Merger (America West Airlines Inc)
Merger Sub. At the Effective Time, each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Krispy Kreme Doughnuts Inc), Agreement and Plan of Merger (Txu Corp /Tx/), Agreement and Plan of Merger (Learning Care Group, Inc)
Merger Sub. At the Effective Time, each share of the outstanding shares of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, stock of the Surviving CorporationCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Great Plains Energy Inc), Agreement and Plan of Merger (Black Hills Corp /Sd/)
Merger Sub. At As of and following the Effective Time, each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into continue to remain outstanding and shall constitute one share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Merck & Co Inc), Agreement and Plan of Merger (Sugen Inc), Agreement and Plan (Merck & Co Inc)
Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation, which shall constitute the only outstanding shares of common stock of the Surviving Corporation immediately following the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Discovery, Inc.), Agreement and Plan of Merger (L3 Technologies, Inc.)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Banta Corp), Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Banta Corp)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, par value $0.01 1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Bellsouth Corp), Agreement and Plan of Merger (At&t Inc.)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abr Information Services Inc), Contribution and Merger Agreement (Tele Communications Inc /Co/), Agreement and Plan of Merger (Ceridian Corp)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 0.00001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving CorporationCorporation (the “Surviving Corporation Common Stock”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Orion Acquisition Corp Ii), Agreement and Plan of Merger (Orion Acquisition Corp Ii), Agreement and Plan of Merger (Selena Pharmeceuticals Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub Sub, issued and outstanding immediately prior to the Effective Time 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 and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Team Health Holdings Inc.), Agreement and Plan of Merger (Genesee & Wyoming Inc), Agreement and Plan of Merger (Karuna Therapeutics, Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value of $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation (which will be owned by Novartis) and constitute the only outstanding shares of capital stock of the Surviving Corporation and shall not be affected by the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Novartis Ag), Agreement and Plan of Merger (Eon Labs Inc), Agreement and Plan of Merger (Novartis Ag)
Merger Sub. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stockstock of the Surviving Corporation, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Collectors Universe Inc), Agreement and Plan of Merger (Cards Acquisition Inc.), Amended and Restated Agreement and Plan of Merger (Collectors Universe Inc)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, par value $0.01 1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 1.00 per share, of the Surviving CorporationCorporation (a “Surviving Corporation Share” and collectively the “Surviving Corporation Shares”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Goldman Sachs Group Inc), Agreement and Plan of Merger (McJunkin Red Man Corp), Agreement and Plan of Merger (McJunkin Red Man Holding Corp)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bowne & Co Inc), Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (Bp Amoco PLC)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (CVS HEALTH Corp)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (NantKwest, Inc.), Agreement and Plan of Merger (Cambridge Equities, LP), Agreement and Plan of Merger (Blackhawk Network Holdings, Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (KAYAK Software Corp), Agreement and Plan of Merger (Priceline Com Inc), Agreement and Plan of Merger
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Iris International Inc), Agreement and Plan of Merger (Sutron Corp), Agreement and Plan of Merger (Health Grades Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dyax Corp), Agreement and Plan of Merger (Shire PLC)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub Sub, issued and outstanding immediately prior to the Effective Time Time, shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation, except for those shares which shall remain outstanding pursuant to clause (iii) of Section 2.1(a), if any.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Waste Management Inc), Agreement and Plan of Merger (Advanced Disposal Services, Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one (1) newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Somaxon Pharmaceuticals, Inc.), Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.001 par value $0.01 per share, of the Surviving CorporationCompany, and such converted shares shall constitute the only outstanding shares of capital stock of the Surviving Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Twilio Inc), Agreement and Plan of Merger and Reorganization (SendGrid, Inc.)
Merger Sub. At the Effective Time, each share of common stockordinary share, par value $0.01 US$1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stockfully paid and non-assessable ordinary share, par value $0.01 US$0.001 per share, of the Surviving Corporation. Such ordinary shares shall be the only issued and outstanding share capital of the Surviving Corporation and this will be reflected in the register of members of the Surviving Corporation after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Newater Technology, Inc.), Agreement and Plan of Merger
Merger Sub. At the Effective Time, each Each share of the common stock, $0.0001 par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Glu Mobile Inc), Agreement and Plan of Merger (Electronic Arts Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into continue as one share of common stock, par value $0.01 .01 per share, of the Surviving Corporation, which shall constitute the only shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tween Brands, Inc.), Agreement and Plan of Merger (Dress Barn Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integrated Device Technology Inc), Agreement and Plan of Merger (Integrated Circuit Systems Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one 1 share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elevate Credit, Inc.), Agreement and Plan of Merger (Elevate Credit, Inc.)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 0.10 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Keystone.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Republic Automotive Parts Inc), Agreement and Plan of Merger (Keystone Automotive Industries Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per shareshare ("Merger Sub Common Stock"), of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into constitute one share validly issued, fully paid and nonassessable Common Share. Following the Effective Time, each certificate evidencing ownership of common stock, par value $0.01 per share, shares of the Surviving CorporationMerger Sub Common Stock shall evidence ownership of such Common Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American General Corp /Tx/), Agreement and Plan of Merger (American General Corp /Tx/)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Encore Medical Corp), Agreement and Plan of Merger (Compex Technologies Inc)
Merger Sub. At the Effective Time, each share all of common stockthe ordinary shares, par value $0.01 NIS 0.1 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stockvalidly issued, fully paid and nonassessable ordinary share, par value $0.01 NIS 0.1 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ophthalmic Imaging Systems), Agreement and Plan of Merger (Ophthalmic Imaging Systems)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zoltek Companies Inc), Agreement and Plan of Merger (TPC Group Inc.)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, no par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NCR Corp), Agreement and Plan of Merger (Radiant Systems Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder of such share, be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Cornerstone Building Brands, Inc.)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aly Nauman A), Vi Agreement and Plan of Merger (Interline Brands, Inc./De)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seattle Genetics Inc /Wa), Agreement and Plan of Merger (Cascadian Therapeutics, Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation, which shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barr Pharmaceuticals Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (United Industrial Corp /De/)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Leap Wireless International Inc), Agreement and Plan of Merger (At&t Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall be converted into one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blyth Inc), Agreement and Plan of Merger (Zimmer Biomet Holdings, Inc.)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, stock of the Surviving Corporation, and the Surviving Corporation shall thereby become a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Premark International Inc), Stockholder Agreement (Premark International Inc)
Merger Sub. At the Effective Time, each Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (T/R Systems Inc), Agreement and Plan of Merger (Electronics for Imaging Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one remain issued, outstanding and unchanged as a validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cooper Companies Inc), Agreement and Plan of Merger (Ocular Sciences Inc /De/)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 0.25 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 0.25 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Payless Shoesource Inc /De/), Agreement and Plan of Merger (Stride Rite Corp)
Merger Sub. At the Effective Time, each Each share of common stockstock of Merger Sub, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stockstock of the Surviving Corporation, par value $0.01 per share, and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation as of immediately after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LHC Group, Inc), Agreement and Plan of Merger (Change Healthcare Inc.)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and the Surviving Corporation shall thereby become a wholly-owned, direct Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Refining, Inc.), Agreement and Plan of Merger (Giant Industries Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation. From and after the Effective Time, any certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tropicana Las Vegas Hotel & Casino, Inc.), Agreement and Plan of Merger (Penn National Gaming Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per sharepar value, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ReAble Therapeutics Finance LLC), Agreement and Plan of Merger (Djo Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interpore International Inc /De/), Agreement and Plan of Merger (Biomet Inc)
Merger Sub. At the Effective Time, each Each share of common stock, $0.01 par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Keystone Automotive Industries Inc)
Merger Sub. At the Effective Time, each share of common stock, without par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Augat Inc), Agreement and Plan of Merger (Thomas & Betts Corp)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation. 4.2.
Appears in 2 contracts
Samples: 1 Agreement and Plan of Merger (Intel Corp), Annex B Agreement and Plan of Merger (Chips & Technologies Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub Sub, issued and outstanding immediately prior to the Effective Time Time, shall be converted into one (1) share of common stock, par value $0.01 0.0001 per share, of the Initial Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BridgeBio Pharma, Inc.), Agreement and Plan of Merger (BridgeBio Pharma, Inc.)
Merger Sub. At the Effective Time, each share of common stock, without par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, without par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biomet Inc), Agreement and Plan of Merger (Biomet Inc)
Merger Sub. At and after the Effective Time, each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Community Bank System, Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integramed America Inc), Agreement and Plan of Merger (Material Sciences Corp)
Merger Sub. At the Effective Time, each share the issued and outstanding shares of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share such number of shares of common stockstock of the Surviving Corporation as shall be equal to the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, par value $0.01 per shareAppraisal Shares, and Restricted Shares), which shares shall constitute the only outstanding shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mony Group Inc), Agreement and Plan of Merger (Axa Financial Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Optimer Pharmaceuticals Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one (1) fully-paid and non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caprius Inc), Agreement and Plan of Merger (Vintage Capital Group, LLC)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Supervalu Inc), Agreement and Plan of Merger (Unified Grocers, Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value of $0.01 per share, of Merger Sub 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 (which newly issued shares will be owned by Acquirer) and shall thereafter constitute the only issued and outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Talbots Inc), Agreement and Plan of Merger (J Jill Group Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (G&k Services Inc), Agreement and Plan of Merger (Cintas Corp)
Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties, each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 0.002 per share, of the Surviving Corporation, which shall constitute the only outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time.
Appears in 2 contracts
Samples: Paying Agent Agreement (Majesco), Agreement and Plan of Merger (Majesco)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, ---------- par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Fluor Daniel Gti Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stockCommon Stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hypercom Corp), Agreement and Plan of Merger (Verifone Systems, Inc.)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medicis Pharmaceutical Corp), Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Initial Surviving Corporation, which shall constitute the only outstanding shares of capital stock of the Initial Surviving Corporation as of immediately after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wright Medical Group Inc), Agreement and Plan of Merger (Biomimetic Therapeutics, Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub Sub, issued and outstanding immediately prior to the Effective Time Time, shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation and together shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation, par value $0.01 per share, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Official Payments Holdings, Inc.), Agreement and Plan of Merger (Aci Worldwide, Inc.)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fair Isaac & Company Inc), Agreement and Plan of Merger (HNC Software Inc/De)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, par value $0.01 1.00 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viryanet LTD), Agreement and Plan of Merger (Ge Capital Equity Investments Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rf Monolithics Inc /De/), Agreement and Plan of Merger (Varsity Group Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share remain outstanding and each certificate or book-entry account therefor shall continue to evidence an equivalent number of shares of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Joinder Agreement (Forum Merger III Corp), Joinder Agreement (DiamondPeak Holdings Corp.)
Merger Sub. At the Effective Time, each share of common stockCommon ---------- Stock, par value $0.01 0.001 per share, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Sohu Com Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Andrx Corp /De/)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 per share0.01, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share0.01, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Covetrus, Inc.), Agreement and Plan of Merger (Athenahealth Inc)
Merger Sub. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one (1) newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Desert Hawk Gold Corp.)
Merger Sub. At the Effective Time, each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chips & Technologies Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one newly and validly issued, fully paid and non-assessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golfsmith International Holdings Inc)
Merger Sub. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation and each certificate formerly representing one share of common stock of Merger Sub shall thereafter represent one share of common stock of the Surviving Corporation.
Appears in 1 contract
