Common use of Treatment of Merger Sub Shares Clause in Contracts

Treatment of Merger Sub Shares. At the Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Shares”) shall be automatically converted into and become one (1) fully paid and nonassessable share of Surviving Company Stock. From and after the Effective Time, all certificates representing Merger Sub Shares shall be deemed for all purposes to represent the number of shares of Surviving Company Stock into which they were converted in accordance with the immediately preceding sentence.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Zoom Video Communications, Inc.), Agreement and Plan of Merger (U.S. Concrete, Inc.), Agreement and Plan of Merger

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Treatment of Merger Sub Shares. At the Effective Time, each issued and outstanding share of common stock, par value $0.01 0.001 per share, of Merger Sub (such stock, “Merger Sub Common Stock,” and all such shares, the “Merger Sub Shares”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company Stock. From and after the Effective Time, all certificates representing Merger Sub Shares shall be deemed for all purposes to represent the number of shares of Surviving Company Stock into which they were converted in accordance with the immediately preceding sentenceCorporation.

Appears in 3 contracts

Samples: Master Transaction Agreement (EchoStar CORP), Master Transaction Agreement (Hughes Satellite Systems Corp), Master Transaction Agreement (DISH Network CORP)

Treatment of Merger Sub Shares. At the Effective Time, each ordinary 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 ordinary share of the Surviving Sub, which shall constitute the only issued and outstanding share capital of common stock, par value $0.01 per share, of Merger the Surviving Sub (the “Merger Sub Shares”) shall be automatically converted into and become one (1) fully paid and nonassessable share of Surviving Company Stock. From and after following the Effective Time, all certificates representing Merger Sub Shares shall be deemed for all purposes to represent the number of shares of Surviving Company Stock into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gravitas Education Holdings, Inc.), Agreement and Plan of Merger

Treatment of Merger Sub Shares. At the Effective Time, each issued and outstanding share of common stock, par value $0.01 0.001 per share, of Merger Sub (all such shares, the “Merger Sub Shares”) ), issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company Stock. From and after the Effective Time, all certificates representing Merger Sub Shares shall be deemed for all purposes to represent the number of shares of Surviving Company Stock into which they were converted in accordance with the immediately preceding sentenceCorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flex Ltd.), Agreement and Plan of Merger (Nextracker Inc.)

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Treatment of Merger Sub Shares. At the Effective Time, each all issued and outstanding share shares of common stock, par value $0.01 per share, stock of Merger Sub (the “Merger Sub Shares”) shall be automatically converted into and become one (1) fully paid and nonassessable share of preferred stock, par value $0.01 per share, of the Surviving Company Stock. From Corporation having a redemption amount and after fair market value equal to the aggregate fair market value of the converted Merger Sub Shares immediately prior to the Effective Time, all certificates representing Merger Sub Shares shall be deemed for all purposes to represent the number of shares of Surviving Company Stock into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Encana Corp), Agreement and Plan of Merger (Newfield Exploration Co /De/)

Treatment of Merger Sub Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party hereto or any other Person, each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into or exchanged for and become one share of common stock, par value $0.01 per share, stock of the Continuing Company (and the shares of common stock of the Continuing Company into which shares of capital stock of Merger Sub (the “Merger Sub Shares”) are so converted shall be automatically converted into the only shares of capital stock of the Continuing Company that are issued and become one (1) fully paid and nonassessable share of Surviving Company Stock. From and outstanding immediately after the Effective Time, all certificates representing Merger Sub Shares shall be deemed for all purposes to represent the number of shares of Surviving Company Stock into which they were converted in accordance with the immediately preceding sentence).

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Livent Corp.)

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