Capital Stock of Merger Sub. 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 (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (ArcSight Inc), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Mercury Interactive Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, Common Stock of Merger Sub that is (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan (Va Linux Systems Inc), Agreement and Plan of Reorganization (Healtheon Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the "MERGER SUB COMMON STOCK"), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Neoforma Com Inc), Agreement and Plan of Merger 2 Agreement (Gayranovic Kenneth)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cloudera, Inc.), Agreement and Plan of Merger (Horizon Pharma PLC), Agreement and Plan of Merger (Raptor Pharmaceutical Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Autologic Information International Inc), Agreement and Plan of Merger (Digene Corp), Agreement and Plan of Merger (Network Solutions Inc /De/)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stockCommon Stock, $.0001 par value $0.01 per sharevalue, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $.0001 par value, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Polycom Inc), Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Endosonics Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of such shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Vitalstream Holdings Inc), Agreement and Plan of Merger (Sciquest Inc), Agreement and Plan of Merger (Vitalstream Holdings Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock outstanding immediately prior to the Effective Time shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tanox Inc), Agreement and Plan of Merger (Oplink Communications Inc), Agreement and Plan of Merger (Optical Communication Products Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter be deemed for all purposes to evidence ownership of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Shockwave Medical, Inc.), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Abiomed Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted immediately upon the Merger into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Voting Agreement (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/), Non Competition Agreement (Cypress Semiconductor Corp /De/)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share0.001, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.)
Capital Stock of Merger Sub. Each issued and outstanding share of common stockstock of Merger Sub, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of At the Effective Time, all certificates representing common stock of Merger Sub shall thereafter evidence ownership be deemed for all purposes to represent the number of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stockCommon Stock, $.01 par value $0.01 per sharevalue, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $.01 par value, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan (Medicus Systems Corp /De/)
Capital Stock of Merger Sub. Each share of common stock, $0.001 par value $0.01 per sharevalue, of Merger Sub that is (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.001 par value, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Inverness Medical Innovations Inc), Agreement and Plan of Reorganization (Hemosense Inc), Agreement and Plan of Merger (Inverness Medical Innovations Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.01 per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Telaxis Communications Corp), Employment Agreement (Nathans Famous Inc), Agreement and Plan of Merger (P Com Inc)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, $.01 par value $0.01 per sharevalue, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, $.01 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Qlogic Corp), Agreement and Plan of Merger (Qlogic Corp), Agreement and Plan of Merger (Sattel Global Networks Inc)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, $0.001 par value $0.01 per sharevalue, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Aironet Wireless Communications Inc), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)
Capital Stock of Merger Sub. 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 and become one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Bradley Pharmaceuticals Inc)
Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, no par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Advanced Digital Information Corp), Agreement and Plan of Merger (Castelle \Ca\), Agreement and Plan of Merger (Quantum Corp /De/)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, $.01 par value $0.01 per sharevalue, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.01 par value $0.01 per share, of Merger Sub that is (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Veritas Software Corp /De/), Agreement and Plan of Merger and Reorganization (Seagate Technology Inc), Agreement and Plan of Merger (Spyglass Inc)
Capital Stock of Merger Sub. Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and shall represent one share of common stock, par value $0.01 per share, of Merger Sub that is the Surviving Corporation, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock shares of the Surviving Corporation. Each certificate evidencing ownership of such shares of ’s common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporationstock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Huntsman CORP), Agreement and Plan of Merger (Huntsman International LLC), Agreement and Plan of Merger (Hexion Specialty Chemicals, Inc.)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $.01 per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Iturf Inc), Agreement and Plan of Merger (Superior Telecom Inc), Agreement and Plan of Merger (Superior Telecom Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.01 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands), Agreement and Plan of Reorganization (Trusted Information Systems Inc), Agreement and Plan of Merger and Reorganization (Seagate Technology Holdings)
Capital Stock of Merger Sub. Each share of common stock, no 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 (1) validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Interim Surviving Corporation, and shall constitute the only outstanding shares of capital stock of the Interim Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Interim Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Pineapple Express, Inc.), Agreement and Plan of Merger (Micrel Inc), Agreement and Plan of Merger (Microchip Technology Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.01 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan (Lsi Logic Corp), Agreement and Plan (Seeq Technology Inc), Agreement and Plan (Lsi Logic Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock outstanding immediately prior to the Effective Time shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Sybase Inc)
Capital Stock of Merger Sub. 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 (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (SCSF Equities, LLC)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and shall thereafter represent one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wellcare Management Group Inc), Agreement and Plan of Merger (Wellcare Group Inc), Agreement and Plan of Merger (Wellcare Management Group Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of the common stock of the Surviving Corporation. Each , and thereupon each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence be deemed for all purposes to represent ownership of an equivalent number of shares of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (LiveXLive Media, Inc.), Agreement and Plan of Merger (Snap Interactive, Inc), Agreement and Plan of Merger (LiveXLive Media, Inc.)
Capital Stock of Merger Sub. 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 (1) validly issued, fully paid and nonassessable share of common stock par value $0.01 per share of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (3com Corp), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (3com Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share of the Surviving Corporation ("Surviving Corporation Common Stock"), with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter remain outstanding and evidence ownership of shares of common stock of the Surviving CorporationCorporation Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bull Run Corp), Agreement and Plan of Merger (Triple Crown Media, Inc.), Agreement and Plan of Merger (Gray Television Inc)
Capital Stock of Merger Sub. Each share of common stockOrdinary Share, NIS 0.01 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 (1) validly issued, fully paid and nonassessable share of common stock Ordinary Share, NIS 0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fundtech LTD), Agreement and Plan of Merger and Reorganization (S1 Corp /De/), Agreement and Plan of Merger and Reorganization (Fundtech LTD)
Capital Stock of Merger Sub. 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 (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter be deemed for all purposes to evidence ownership of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Momenta Pharmaceuticals Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock outstanding immediately prior to the Effective Time shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Extended Systems Inc), Agreement and Plan of Merger (Avantgo Inc), Agreement and Plan of Merger (Predictive Systems Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving CorporationCorporation (the “Surviving Corporation Common Stock”). Each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of shares such share of common stock of the Surviving CorporationCorporation Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization, Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stockCommon Stock, $0.001 par value $0.01 per sharevalue, of Merger Sub that is ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time Time, shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall thereupon evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cohu Inc), Agreement and Plan of Merger (Xcerra Corp), Agreement and Plan of Merger (Xcerra Corp)
Capital Stock of Merger Sub. Each At the Effective Time, each share of Merger Sub 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 and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.001 par value, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Covista Communications Inc), Agreement and Plan of Reorganization (Startec Global Communications Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 --------------------------- par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Genesis Microchip Inc), Agreement and Plan of Merger and Reorganization (Centra Software Inc)
Capital Stock of Merger Sub. 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 and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moviefone Inc), Agreement and Plan of Merger (America Online Inc)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stockCommon Stock, $0.001 par value $0.01 per sharevalue, of Merger Sub that is (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Autobytel. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter evidence ownership of shares such share of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Acquisition Agreement (Autobytel Inc), Acquisition Agreement (Autobytel Inc)
Capital Stock of Merger Sub. Each share of common stockstock of Merger Sub, no par value $0.01 per share, of share ("Merger Sub that is Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted automatically into one (1) validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation, no par value per share. Each From and after the Effective Time, each stock certificate evidencing ownership of such shares of common stock of Merger Sub that previously represented shares of Merger Sub Common Stock shall thereafter evidence ownership of an equal number of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Connectiv Corp), Agreement and Plan of Merger (Connectiv Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $.001 par value $0.01 per share, of Merger Sub that is (the “MERGER SUB COMMON STOCK”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $.001 par value, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (Terra Tech Corp.)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.01 per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Platinum Technology Inc), Agreement and Plan of Merger (Mastering Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, no par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted automatically into one (1) validly issued, fully paid and nonassessable non-assessable share of common stock stock, $.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U S Wireless Data Inc), Agreement and Plan of Merger (U S Wireless Data Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 .001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $.001 per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vizacom Inc), Agreement and Plan of Merger (Dwango North America Corp)
Capital Stock of Merger Sub. Each share of common stockstock of Merger Sub, $.01 par value $0.01 per share, of share (“Merger Sub that is Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted automatically into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving CorporationCorporation at the Effective Time. Each From and after the Effective Time, each stock certificate evidencing ownership of such shares of common stock of Merger Sub which previously represented shares of Merger Sub Common Stock shall thereafter evidence ownership of a corresponding number of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rock-Tenn CO), Agreement and Plan of Merger (Rock-Tenn CO)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 .01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunpharm Corporation), Agreement and Plan of Merger (Geltex Pharmaceuticals Inc)
Capital Stock of Merger Sub. Each share of common stock, par --------------------------- value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the “Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time Time, shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.001 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interwoven Inc), Agreement and Plan of Merger (Imanage Inc)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, par value $0.01 per sharepar value, of Merger Sub that is ("MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Adc Telecommunications Inc)
Capital Stock of Merger Sub. Each share of common stock, par --------------------------- value $0.01 0.001 per share, of Merger Sub that is (the "Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.001 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kana Communications Inc), Voting Agreement (Broadbase Software Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each After the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cybersource Corp), Agreement and Plan of Merger (Visa Inc.)
Capital Stock of Merger Sub. Each share of common stock, par value --------------------------- $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock"), issued and ----------------------- outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cytyc Corp), Agreement and Plan of Merger (Agfa Corp)
Capital Stock of Merger Sub. Each share of common stockCommon 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 (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock the Common Stock of Merger Sub shall thereafter evidence ownership of such shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Egghead Com Inc), Agreement and Plan of Merger (Onsale Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the “Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Superclick Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Standard Microsystems Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxim Integrated Products Inc), Agreement and Plan of Merger (Dallas Semiconductor Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.0005 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Agreement and Plan of Reorganization (Triquint Semiconductor Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 --------------------------- par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock Common Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Avanex Corp), Agreement and Plan of Reorganization (Avanex Corp)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub that is (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charles River Associates Inc), Agreement and Plan of Merger (Progress Software Corp /Ma)
Capital Stock of Merger Sub. Each share of Merger Sub’s common stock, par value $0.01 per share, of 0.001 (the “Merger Sub that is Common Stock”), issued and outstanding immediately prior to the Merger Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation’s common stock, par value $0.001 per share (the “Surviving Corporation Common Stock”). Each Following the Merger Effective Time, each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of the same number of shares of common stock of the Surviving CorporationCorporation Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avigen Inc \De), Agreement and Plan of Merger (Medicinova Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rentrak Corp), Agreement and Plan of Merger and Reorganization (Comscore, Inc.)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $0.001 par value $0.01 per share, of Merger Sub that is (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase Inc)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stock, $.01 par value $0.01 per sharevalue, of Merger Sub that is (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, $.01 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microsemi Corp), Voting Agreement (Advanced Power Technology Inc)
Capital Stock of Merger Sub. Each At the Effective Time, each share of common stockCommon Stock, par value $0.01 .001 per share, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.001 per share, of the Surviving Corporation, and the Surviving Corporation shall become a wholly owned subsidiary of Andrx. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter continue to evidence ownership of shares such share of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mediconsult Com Inc), Agreement and Plan of Merger (Andrx Corp /De/)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any shares of Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mapquest Com Inc), Agreement and Plan of Merger (America Online Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par --------------------------- value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.01 per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Computervision Corp /De/), Agreement and Plan of Reorganization (Parametric Technology Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 par --------------------------- value per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opentv Corp), Agreement and Plan of Reorganization (Novell Inc)
Capital Stock of Merger Sub. Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and shall represent one share of common stock, par value $0.01 per share, of Merger Sub that is the Surviving Corporation, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock shares of the Surviving Corporation. Each certificate evidencing ownership of such shares of 's common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporationstock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lyondell Chemical Co), Agreement and Plan of Merger (AI Chemical Investments LLC)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock outstanding immediately prior to the Effective Time shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (3com Corp), Agreement and Plan of Merger (Tippingpoint Technologies Inc)
Capital Stock of Merger Sub. 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 (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Interim Surviving Corporation, and shall constitute the only outstanding shares of capital stock of the Interim Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Interim Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Oclaro, Inc.)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership , and such share shall constitute the only outstanding share of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Asset Transfer Agreement (Zurn Water Solutions Corp), Asset Transfer Agreement (Zurn Water Solutions Corp)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 .001 per share, of Merger Sub that is (the "Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock, par value $.0001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Qiagen Nv), Agreement and Plan of Merger (Qiagen Nv)
Capital Stock of Merger Sub. Each issued and outstanding share of common stock, without par value $0.01 per sharevalue, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock stock, without par value, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PNC Financial Services Group Inc), Agreement and Plan of Merger (United National Bancorp)
Capital Stock of Merger Sub. Each share of the common stock, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 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 common stock of Merger Sub shall thereafter continue to evidence ownership of such shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Allergan Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.0001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cab-Tive Advertising, Inc.), Agreement and Plan of Merger (Multi Link Telecommunications Inc)
Capital Stock of Merger Sub. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Supertex Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub that is issued and One outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Interim Surviving Corporation. Each , whereupon each certificate evidencing ownership of such shares of common stock of Merger Sub One shall thereafter evidence ownership of shares of common stock of the Interim Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Maxlinear Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.01 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mail Com Inc), Agreement and Plan of Merger (Mail Com Inc)
Capital Stock of Merger Sub. Each share of common stock, $.01 par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) 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 evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Shareholder Agreement (Phone Com Inc), Agreement and Plan of Merger (Phone Com Inc)
Capital Stock of Merger Sub. Each share of common --------------------------- stock, $0.0l 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 (1) validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of the common stock of Merger Sub shall thereafter evidence ownership of such shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Talarian Corp), Agreement and Plan of Merger (Tibco Software Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cap Gemini Sa), Agreement and Plan of Merger (Kanbay International Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, --------------------------- $.01 par value $0.01 per sharevalue, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) 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 evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lam Research Corp), Agreement and Plan of Merger (Lam Research Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $.01 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common Common Stock, $.01 par value per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Data Systems Network Corp), Agreement and Plan of Merger (Alydaar Software Corp /Nc/)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid paid, and nonassessable share of common stock Common Stock, par value $.01 per share, 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ydi Wireless Inc), Agreement and Plan of Merger (Phazar Corp)
Capital Stock of Merger Sub. Each share of common stock, $.01 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 (1) validly issued, fully paid become shares of the Surviving Corporation after the Merger and nonassessable share shall thereafter constitute all of common the issued and outstanding shares of the capital 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 common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Media Corp), Employment Agreement (National Media Corp)
Capital Stock of Merger Sub. 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, which shall constitute the only outstanding share of common stock of the Surviving Corporation immediately following the Effective Time. From and after the Effective Time, the certificate representing shares of capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable deemed for all purposes to represent the outstanding share of common stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eclipse Resources Corp), Agreement and Plan of Merger (Eclipse Resources Corp)
Capital Stock of Merger Sub. Each share of common stock, $0.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one issued, fully paid and nonassessable 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 (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scott Technologies Inc), Agreement and Plan of Merger (Scott Technologies Inc)
Capital Stock of Merger Sub. 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 (1) 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. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neophotonics Corp), Agreement and Plan of Merger (Lumentum Holdings Inc.)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common capital stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brigham Exploration Co), Agreement and Plan of Merger (Statoil Asa)
Capital Stock of Merger Sub. Each share of common stock, par --------------------------- value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Globalcenter Inc)
Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is (the “Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, $0.00001 par value per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (McLaren Performance Technologies Inc)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, $1.00 par value $0.01 per share, of Merger Sub that is (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, $0.01 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fairchild Corp)
Capital Stock of Merger Sub. Each share of common stockCommon Stock, par value $0.01 per share0.0001, of Merger Sub that is (the ‘‘Merger Sub Common Stock’’) issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock stock, par value $0.001, of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Juniper Partners Acquisition Corp.)
Capital Stock of Merger Sub. Each share of common stock, par value --------------------------- $0.01 .01 per share, of Merger Sub that is ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any Merger Sub Common Stock shall continue to evidence ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Speechworks International Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of the common stock, par value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time ("Merger Sub Common Stock") shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock"). Each certificate evidencing ownership of such representing outstanding shares of common stock of Merger Sub Common Stock shall thereafter evidence ownership at the Effective Time represent an equal number of shares of common stock of the Surviving CorporationCorporation Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graham Field Health Products Inc)
