Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 47 contracts
Samples: Agreement and Plan of Merger (Snap One Holdings Corp.), Agreement and Plan of Merger (Resideo Technologies, Inc.), Agreement and Plan of Merger (Coupa Software Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 22 contracts
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.), Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Wesco International Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Support and Tender Agreement (Bed Bath & Beyond Inc), Agreement and Plan of Merger (Cost Plus Inc/Ca/)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Graham Holdings Co), Agreement and Plan of Merger (SmartPros Ltd.), Agreement and Plan of Merger (Archipelago Learning, Inc.)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Biogen Inc), Agreement and Plan of Merger (Andrew Corp)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Healthequity, Inc.), Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Cincinnati Bell Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock the common stock, par value $.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (Isle of Capri Casinos Inc), Agreement and Plan of Merger (Rio Hotel & Casino Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall by virtue of the Merger and without any action on the part of any holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of the Company’s common stock, par value $0.01 per share, . Such newly issued share shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (Badu Holdings, Inc.), Agreement and Plan of Merger (Mount Knowledge Holdings, Inc.)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Elite Information Group Inc), Agreement and Plan of Merger (Lukens Inc), Agreement and Plan of Merger (Liberty Technologies Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Bioverativ Inc.), Agreement and Plan of Merger (Cogent Communications Group Inc), Ii Agreement and Plan of Merger (Cogent Communications Group Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable 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 (Ceres Ventures, Inc.), Agreement and Plan of Merger (Harborview Master Fund Lp), Agreement and Plan of Merger (Hepalife Technologies Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Questar Corp), Agreement and Plan of Merger (Dominion Resources Inc /Va/), Agreement and Plan of Merger (Piedmont Natural Gas Co Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CorporationEntity.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Rubicon Financial Inc), Agreement and Plan of Merger (Rubicon Financial Inc), Agreement and Plan of Merger (Rubicon Financial Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Magellan Technology Inc), Agreement and Plan of Reorganization (One Dentist Resources), Agreement and Plan of Reorganization (Wallstreet Racing Stables Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (PPD, Inc.), Agreement and Plan of Merger (Endocyte Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Sub, par value $0.001 per share, shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving CorporationCompany. 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 Company into which they were converted in accordance with the immediately preceding sentence.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CMC Materials, Inc.), Agreement and Plan of Merger (Entegris Inc), Agreement and Plan of Merger (CMC Materials, Inc.)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non- assessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.01, of the Surviving CorporationCompany.
Appears in 3 contracts
Samples: Solicitation and Non Disclosure Agreement (Fleetcor Technologies Inc), Agreement and Plan of Merger (Community Health Systems Inc), Agreement and Plan of Merger (Health Management Associates, Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable 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 (Iq Software Corp), Agreement and Plan of Merger (Physician Reliance Network Inc), Agreement and Plan of Merger (American Oncology Resources Inc /De/)
Capital Stock of Merger Sub. Each issued and --------------------------- outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Wadhwani Romesh), Agreement and Plan of Reorganization (Aspect Development Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only issued and outstanding capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ladish Co Inc), Agreement and Plan of Merger (Allegheny Technologies Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one 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 (Liposcience Inc), Agreement and Plan of Merger (Medtox Scientific Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one 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 (Zhone Technologies Inc), Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub that is issued and outstanding prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the First-Step Surviving CorporationCompany and shall constitute the only outstanding shares of capital stock of the First-Step Surviving Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aep Industries Inc), Agreement and Plan of Merger (Berry Plastics Group Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock ---------------------------- of Merger Sub Common Stock shall be converted into and become one 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: Formation Agreement (International Computex Inc), Formation Agreement (Galvin Michael Jeffrey)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.01, of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atmi Inc), Agreement and Plan of Merger (Entegris Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall will be converted into and become one 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 (Solutia Inc), Agreement and Plan of Merger (Eastman Chemical Co)
Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Sub, par value $0.0001 per share, shall be converted into and become one validly issued, fully paid and nonassessable 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 (United Rentals, Inc.), Agreement and Plan of Merger
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and shall thereupon 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 (Asset Acceptance Capital Corp), Agreement and Plan of Merger (Encore Capital Group Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.;
Appears in 2 contracts
Samples: Plan of Merger and Exchange Agreement (Neuberger Berman Inc), Plan of Merger and Exchange Agreement (Neuberger Berman Inc)
Capital Stock of Merger Sub. Each issued and outstanding --------------------------- share of the capital stock of Merger Sub shall be converted into and become exchanged for one 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 of Merger (Iprint Com Inc), Agreement of Merger (Iprint Com Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one 1,000,000 validly issued, fully paid and nonassessable share shares of common stock, par value $0.01 per sharepar value, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pyramid Breweries Inc), Agreement and Plan of Merger (Independent Brewers United, Inc.)
Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, (1) 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 (Solexa, Inc.), Agreement and Plan of Merger (Illumina Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.001 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amacore Group, Inc.), Agreement and Plan of Merger (Amacore Group, Inc.)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Initial Surviving CorporationCompany (“Initial Surviving Company Stock”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GrubHub Inc.), Agreement and Plan of Merger
Capital Stock of Merger Sub. Each issued and outstanding share of --------------------------- capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, and such shares shall, collectively, represent all of the issued and outstanding capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ginsburg Scott K), Agreement and Plan of Merger (Digital Generation Systems Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporationsurviving corporation in the Reverse Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seabulk International Inc), Agreement and Plan of Merger (Seacor Holdings Inc /New/)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Common Stock shall be converted into and become one 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 (Docucon Inc), Agreement and Plan of Merger (Analytical Surveys Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rare Hospitality International Inc), Agreement and Plan of Merger (Darden Restaurants Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share0.001, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grant Ventures Inc), Agreement and Plan of Merger (Grant Ventures Inc)
Capital Stock of Merger Sub. Each At the Effective Time, each issued and outstanding share of capital stock of Merger Sub Common Stock shall be converted into and become one 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 (Agrify Corp), Agreement and Plan of Merger (Agrify Corp)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one (1) 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 (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Cephalon Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one 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 (Icos Corp), Agreement and Plan of Merger (Creative Host Services Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock Capital Stock of Merger Sub shall be converted into and shall become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Audiocodes LTD), Agreement and Plan of Merger (Audiocodes LTD)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.10 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hospitality Distribution Inc), Agreement and Plan of Merger (Cec Entertainment Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Intermediate Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Basin Water, Inc.), Agreement and Plan of Merger (Basin Water, Inc.)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.0001 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sphere 3D Corp), Agreement and Plan of Merger (Overland Storage Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable 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 (MyoKardia, Inc.), Agreement and Plan of Merger (Energysouth Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub 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 Corporation, so that after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cott Corp /Cn/), Escrow Agreement (DS Services of America, Inc.)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, no par value, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mylan Laboratories Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Merger Sub shall automatically be converted into and become one (1) 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 (Gener8 Maritime, Inc.), Agreement and Plan of Merger (Serena Software Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation, and shall thereupon 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 (Medistem Inc.), Agreement and Plan of Merger (Intrexon Corp)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable 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. From and after the Effective Time, all certificates representing 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 (GLG Partners, Inc.), Agreement and Plan of Merger (Sage Summit LP)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock 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, no par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Buffalo Wild Wings Inc), Agreement and Plan of Merger (Facet Biotech Corp)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, no par value per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.01, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.)
Capital Stock of Merger Sub. Each issued and outstanding share ---------------------------- of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share.001, of the Surviving Corporation.;
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Owens & Minor Inc/Va/)
Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, $0.001 par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Protein Design Labs Inc/De)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 .10 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Pacific Corp)
Capital Stock of Merger Sub. Each issued and then outstanding share of capital stock common stock, no par value, of Merger Sub shall be converted into and become one duly authorized, validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.;
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and then-outstanding share of capital stock common stock, no par value, of Merger Sub shall be converted into and become one (1) duly authorized, validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Limelight Media Group Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.001 per share, of Merger Sub shall automatically be converted into and become one (1) 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 (Intercontinental Exchange, Inc.)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.001, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation (the “Surviving Corporation Common Stock”).
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable non-assessable 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 (Innovative Food Holdings Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Spirent PLC)
Capital Stock of Merger Sub. Each of the issued and outstanding share 100 shares of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stockCommon Stock, par value $0.01 0.025 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Products Corp)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub Sub, par value $1.00 per share, shall automatically be canceled and converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Triple-S Management Corp)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Imperial Industries Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Discount Auto Parts Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital 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 1 contract
Samples: Agreement and Plan of Merger (Maine & Maritimes Corp)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.001 par value $0.01 per share, share of the Surviving Corporation.
Appears in 1 contract
Samples: Transaction Agreement (Vistra Corp.)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Sub, par value $0.001 per share, shall be converted into and become one 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
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sagent Pharmaceuticals, Inc.)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, (1) fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving CorporationEntity.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per .0001per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mobile Storage Group Inc)
Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, (1) fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Constellation Brands, Inc.)
Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving CorporationCorporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/)
Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rutherford-Moran Oil Corp)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Investors Heritage Capital Corp)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, without par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Infonet Services Corp)
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.paid
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.001 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become exchanged for one 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
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Common Stock shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Merger Sub, each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Plantronics Inc /Ca/)
Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Basin Exploration Inc)
Capital Stock of Merger Sub. Each At the Effective Time, all of the issued and outstanding share shares of capital stock of Merger Sub shall be converted into and become one validly issuedbecome, in the aggregate, 1,000 fully paid and nonassessable share shares of common stock, par value $0.01 per share, capital stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub outstanding as of the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable 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 as of the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Michael Foods Inc/New)
