Common use of Capital Stock of Merger Sub Clause in Contracts

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation at the Effective Time, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the capital 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: Escrow Agreement (SCG Financial Acquisition Corp.), Agreement and Plan of Merger (SCG Financial Acquisition Corp.)

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Capital Stock of Merger Sub. Each issued and fully outstanding share of capital stock of Merger Sub immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.0001 0.01 per share, of the Surviving Corporation at the Effective Time, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the capital 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: Voting Agreement (Straight Path Communications Inc.), Agreement and Plan of Merger (Straight Path Communications Inc.)

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 (1) validly issued, fully paid and nonassessable share of common stock, par value $0.0001 0.001 per share, of the Surviving Corporation at the Effective Time, Company and such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany. From and after the Effective Time, all certificates representing the capital common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation Company into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Samples: Assumption Agreement (Bristol Myers Squibb Co), Agreement and Plan of Merger (Amylin Pharmaceuticals Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become become, and shall represent, one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.0001 0.01 per share, of the Surviving Corporation at the Effective Time, and shall constitute the only outstanding shares share of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the capital 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 (Inovalon Holdings, Inc.), Agreement and Plan of Merger (Vmware, Inc.)

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 (1) validly issued, fully paid and nonassessable non-assessable share of common stock, no par value $0.0001 per sharevalue, of the Surviving Corporation at the Effective TimeCorporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation as of the Effective Time. From and after the Effective Time, all certificates representing the capital stock common shares of Merger Sub shall be deemed for all purposes to represent the number of common 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 (API Technologies Corp.), Agreement and Plan of Merger (Spectrum Control 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 share of capital stock of Merger Sub immediately prior to the Effective Time shall be converted into and become one (1) newly and validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, stock of the Surviving Corporation at with the Effective Timesame rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the capital Each certificate evidencing ownership of such shares of common stock of Merger Sub shall be deemed for all purposes to represent the number thereafter evidence ownership 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 (Medidata Solutions, 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 share of capital stock of Merger Sub immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, 0.01 of the Surviving Corporation at the Effective TimeCorporation, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the capital common stock of Merger Sub shall thereafter 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 (Nextgen Healthcare, Inc.)

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 (1) validly issued, fully paid and nonassessable share of common stock, par value $0.0001 0.01 per share, of the Surviving Corporation at the Effective Time, Company and such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany. From and after the Effective Time, all certificates representing the capital common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation Company into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (KSW Inc)

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Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, no par value $0.0001 per sharevalue, of the Surviving Corporation at the Effective Time, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the capital 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 (Merix Corp)

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 (1) validly issued, fully paid and nonassessable share of common stock, par value $0.0001 0.001 per share, of the Surviving Corporation at the Effective TimeCorporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation as of the Effective Time. From and after the Effective Time, all certificates representing the capital stock common shares of Merger Sub shall be deemed for all purposes to represent the number of common 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 (Greatbatch, Inc.)

Capital Stock of Merger Sub. Each share of capital stock, par value $0.01 per share, of Merger Sub issued and outstanding share of capital stock of Merger Sub immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.0001 0.001 per share, of the Surviving Corporation at the Effective Time, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates certificates, if any, representing the shares of capital 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 (United Retail Group Inc/De)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become become, and shall represent, one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.0001 0.01 per share, of the Surviving Corporation at the Effective Time, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the capital 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 (Emc Corp)

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