Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Proxicom Inc), Agreement and Plan of Merger (Knology Holdings Inc /Ga), Agreement and Plan of Merger (Hagler Bailly Inc)
Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to as of the Effective Time automatically shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. From and after the Effective Time, each stock certificate formerly representing shares of common stock of Merger Sub shall be deemed to represent an equivalent number of shares of common stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Valueclick Inc/Ca), Agreement and Plan of Merger (Valueclick Inc/Ca), Agreement and Plan of Merger (Valueclick Inc/Ca)
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Advanced Energy Industries Inc), Agreement and Plan of Reorganization (Advanced Energy Industries Inc), Agreement and Plan of Merger (Liposome Co Inc)
Merger Sub Stock. Each share of common stock, $0.01 par value $.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) duly and validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (DRS Technologies Inc), Agreement and Plan of Merger (DRS Technologies Inc), Agreement and Plan of Merger (Integrated Defense Technologies Inc)
Merger Sub Stock. Each At the Effective Time, each share of common stockthe Common Stock, par value $.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for shall become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $.01 par value per share, of the Surviving Corporation.. 2.2
Appears in 4 contracts
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Allmerica Financial Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Allmerica Financial Corp), Agreement and Plan of Merger Agreement and Plan of Merger (Allmerica Financial Corp)
Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and Stock outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Texas Regional Bancshares Inc), Agreement and Plan of Merger (Mid-State Bancshares), Agreement and Plan of Merger (Texas Regional Bancshares Inc)
Merger Sub Stock. Each At the Effective Time, each share of common stock, $.01 par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $.01 par value per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sinter Metals Inc), Agreement and Plan of Merger (GKN Powder Metallurgy Inc), Agreement and Plan of Merger (Aavid Thermal Technologies Inc)
Merger Sub Stock. Each At the Effective Time, each share of common stock, ---------------- par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stimsonite Corp), Agreement and Plan of Merger (Quad-C Inc), Agreement and Plan of Merger (Avery Dennison Corporation)
Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.; and
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Orion Network Systems Inc/New/), Agreement and Plan of Merger (Loral Space & Communications LTD), Agreement and Plan of Merger (Loral Space & Communications LTD)
Merger Sub Stock. Each At the Effective Time, each share of common stock, $1.00 par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $1.00 par value per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tambrands Inc), Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Procter & Gamble Co)
Merger Sub Stock. Each At the Effective Time, each share of common ---------------- stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hughes Electronics Corp), Agreement and Plan of Merger (Telocity Delaware Inc), Agreement and Plan of Merger (Telocity Delaware Inc)
Merger Sub Stock. Each At the Effective Time, each share of common stock, $.01 par value $.01 per share, of Merger Sub issued and that is outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $.01 par value per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marcam Solutions Inc), Agreement and Plan of Merger (M Acquisition Corp), Agreement and Plan of Merger (Marcam Solutions Inc)
Merger Sub Stock. Each share of common stock, par value $.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.0001, of the Surviving Corporation, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation as of immediately following the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Parsec Capital Acquisitions Corp.), Agreement and Plan of Merger (Alset Capital Acquisition Corp.), Agreement and Plan of Merger (American Acquisition Opportunity Inc.)
Merger Sub Stock. Each share of common stock, par value $.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mobile Reach International Inc), Agreement and Plan of Merger (Salix Pharmaceuticals LTD), Agreement and Plan of Merger (Inkine Pharmaceutical Co Inc)
Merger Sub Stock. Each share of common stock, par value $.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common capital stock, no par value per share, of the Surviving Corporation, such that Parent shall be the holder of all of the issued and outstanding shares of capital stock of the Surviving CorporationCorporation following the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HealthTalk Live, Inc.), Agreement and Plan of Merger (American Boarding Co), Agreement and Plan of Merger (Ember Therapeutics, Inc. - Ny)
Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time ("Merger Sub Stock") shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.; and
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Advanced Communication Systems Inc), Agreement and Plan of Merger (Think New Ideas Inc)
Merger Sub Stock. Each share At the Effective Time, all outstanding shares of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, collectively, one (1) duly and validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Harvest Health & Recreation Inc.), Agreement and Plan of Merger and Reorganization (Blue Star Foods Corp.)
Merger Sub Stock. Each share of common stock, par value of $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rubicon Project, Inc.), Agreement and Plan of Merger (Rubicon Project, Inc.)
Merger Sub Stock. Each At the Effective Time, each share of Merger Sub common stock, par value $.01 0.001 per share, of share ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation. Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zarlink Semiconductor Inc), Agreement and Plan of Merger (Zarlink Semiconductor Inc)
Merger Sub Stock. Each share At the Effective Time, all outstanding shares of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, collectively, one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving CorporationCompany and shall constitute the only outstanding shares of capital stock of the Surviving Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Harvest Health & Recreation Inc.), Agreement and Plan of Merger and Reorganization
Merger Sub Stock. Each At the Effective Time, each outstanding share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neustar Inc), Agreement and Plan of Merger (Neustar Inc)
Merger Sub Stock. Each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Proxicom Inc), Agreement and Plan of Merger (Proxicom Inc)
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 0.01 per share, of Merger Sub (the “Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving CorporationEntity and such shares of common stock of the Surviving Entity shall constitute the only outstanding capital stock of the Surviving Entity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Heartland Financial Usa Inc), Agreement and Plan of Merger (Umb Financial Corp)
Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and Stock outstanding immediately prior to the Effective Time shall will be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Byline Bancorp, Inc.)
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flipside Acquisition Corp), Agreement and Plan of Merger (Uproar Inc)
Merger Sub Stock. Each share At the Effective Time, all outstanding shares of common stock, no par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, collectively, one (1) duly and validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Company and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger and Reorganization
Merger Sub Stock. Each In the case of the Reverse Merger, each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BTG Inc /Va/), Agreement and Plan of Merger (Micros to Mainframes Inc)
Merger Sub Stock. Each As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of common stock, $0.001 par value $.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liquid Audio Inc), Agreement and Plan of Merger (Liquid Audio Inc)
Merger Sub Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Firearms Training Systems Inc), Agreement and Plan of Merger (Meggitt USA Inc)
Merger Sub Stock. Each At and after the Effective Time, each share of common stockstock of Merger Sub, par value $.01 0.01 per share, of share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall at the Effective Time be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Interim Surviving CorporationEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flagstar Bancorp Inc), Agreement and Plan of Merger (New York Community Bancorp Inc)
Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and Stock outstanding immediately prior to the Effective Time shall will be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FCB Financial Holdings, Inc.), Agreement and Plan of Merger (First Midwest Bancorp Inc)
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into and exchanged for one million (11,000,000) duly and validly issued, fully paid and nonassessable share shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alfa Corp), Agreement and Plan of Merger (Alfa Mutual Insurance Co)
Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub Stock issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Niagara Financial Group Inc), Agreement and Plan of Merger (Newalliance Bancshares Inc)
Merger Sub Stock. Each issued and outstanding share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock Class A Common Stock, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Capital Corp), Agreement and Plan of Merger (Security Capital Group Inc/)
Merger Sub Stock. Each share of common stock, $.001 par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time Time, shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $.001 par value per share, of the Surviving Corporation, with the rights, powers and privileges set forth in the certificate of incorporation of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Platinum Energy Resources Inc)
Merger Sub Stock. Each share of common stock, par value $.01 per share.0001, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be deemed canceled and converted into and exchanged for shall represent the right to receive one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $.01 par value, of the Surviving CorporationCorporation (the “Surviving Common Stock”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Healthcare Acquisition Corp)
Merger Sub Stock. Each At the Effective Time, each share of common ---------------- stock, $0.01 par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $0.001 par value per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. 2.2.
Appears in 1 contract
Merger Sub Stock. Each At the Effective Time, each share of common stockthe Common Stock, par value ---------------- $.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for shall become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $.01 par value per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allmerica Financial Corp)
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 per share, capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Farmers & Merchants Bancshares, Inc.)
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non- non-assessable share of common stock stock, par value $1.00 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lockheed Martin Corp)
Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to as of the Effective Time automatically shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, no par value per share, of the Surviving Corporation. From and after the Effective Time, each stock certificate formerly representing shares of common stock of Merger Sub shall be deemed to represent an equivalent number of shares of common stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.0001, of the Surviving Company, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany as of immediately following the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NewHold Investment Corp.)
Merger Sub Stock. Each At the Effective Time, each share of common stockCommon Stock, ---------------- $1.00 par value $.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock, $1.00 par value, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each At the Effective Time, each share of common stock, Common Stock,$1.00 par value $.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock, $1.00 par value, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common capital stock, par value $0.01 per share, of the Surviving Corporation, such that Parent shall be the holder of all of the issued and outstanding shares of capital stock of the Surviving CorporationCorporation following the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ufp Technologies Inc)
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $1.00 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully full paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each share of common stock, par value $.01 per ---------------- share, of Merger Sub issued and outstanding immediately prior to the Effective Time ("Merger Sub Stock") shall be converted into and exchanged for one (1) duly ---------------- and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.; and
Appears in 1 contract
Samples: Agreement and Plan of Merger (Answerthink Consulting Group Inc)
Merger Sub Stock. Each share of common stock, par value $.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.0001 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each At and after the Effective Time, each share of common stockstock of Merger Sub, par value $.01 0.01 per share, of share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall at the Effective Time be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Interim Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lakeland Bancorp Inc)
Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time (“Merger Sub Stock”) shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Iec Electronics Corp)
Merger Sub Stock. Each share of common stock, par value $.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $.001 par value, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brake Headquarters U S a Inc)
Merger Sub Stock. Each share of common stock, the $.001 par value $.01 per share, common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock the 1,000 shares of the Surviving Corporation's Common Stock as provided in Section 2.7.1 hereof, all of which shares shall be owned and held of record in the name of the Purchaser.
Appears in 1 contract
Merger Sub Stock. Each At the Effective Time, all issued and outstanding shares of common stock of Merger Sub, by virtue of the Merger and without any further action on the part of any holder thereof, shall be converted into, and exchanged for, one share of common stock, par value $.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lexicon Genetics Inc/Tx)
Merger Sub Stock. Each share of common stock, par value $.01 per share, stock and each share of preferred stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock and one share of preferred stock, respectively, of the Surviving Corporation.. 2.5
Appears in 1 contract
Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and common stock outstanding immediately prior to the Effective Time shall will be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving CorporationCompany.
Appears in 1 contract
Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time (“Merger Sub Stock”) shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sra International Inc)
Merger Sub Stock. Each At the Effective Time, by virtue of the Merger, each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation, without any action on the part of the holder thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Datawave Systems Inc)
Merger Sub Stock. Each At the Effective Time, each share of common ---------------- stock, $0.01 par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.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 (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $.01 Par value per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Health Systems Inc/)
Merger Sub Stock. Each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each issued and outstanding share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock Common Stock, and no par value per share, of the Surviving Corporation.;
Appears in 1 contract
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Pacific Alliance Corp)
Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Section 2.2.
Appears in 1 contract
Samples: 1 Agreement and Plan of Merger (Price Communications Wireless Inc)
Merger Sub Stock. Each share of common stock, par value $.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.0001, of the Surviving Company, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany as of immediately following the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lifesci Acquisition II Corp.)
Merger Sub Stock. Each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into and exchanged for thereafter represent one (1) duly and validly issued, fully paid and nonassessable share of common stock share, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DARA BioSciences, Inc.)
Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued ---------------- and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully full paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Carolina Fincorp Inc)
Merger Sub Stock. Each share of common stock, par value $.01 .001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into and exchanged for thereafter represent one (1) duly and validly issued, fully paid and nonassessable share common share, par value $.001 per share, of common the Surviving Corporation, so that thereafter Parent will be the sole and exclusive owner of the capital stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each share (a) At the Effective Time, all outstanding shares of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, collectively, one (1) duly and validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation and shall constitute the only outstanding share of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Reliability Inc)
Merger Sub Stock. Each share of common stock, $0.01 ---------------- par value $.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) duly and validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Engineered Support Systems Inc)
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable paidand non- andnon- non-assessable share of common stock stock, par value $1.00 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northrop Grumman Corp)
Merger Sub Stock. Each share of common stock, par value $.01 .0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Point Therapeutics Inc)
Merger Sub Stock. Each share of common stock, par value $.01 .001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into and exchanged for thereafter represent one (1) duly and validly issued, fully paid and nonassessable share common share, par value $.001 per share, of common the Surviving Corporation, so that thereafter ECC will be the sole and exclusive owner of the capital stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each share At the Effective Time, all outstanding shares of common stock, par value $.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, collectively, one (1) duly and validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation and shall constitute the only outstanding share of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Cen Biotech Inc)
Merger Sub Stock. Each At the Effective Time, each issued and outstanding share of common stock, par value $.01 per share, the capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each At the Effective Time, each share of common stockCommon Stock, par value $.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 (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $.01 Par value per share, of the Surviving Corporation.Surviving
Appears in 1 contract
Samples: Agreement and Plan of Merger (Summit Petroleum Corp)
Merger Sub Stock. Each issued and outstanding share of the common stock, par value $0.001 per share, of Merger Sub (“Merger Sub Common Stock”) shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 0.001 per share, of the Surviving Corporation (“Surviving Corporation Common Stock”). Each certificate representing outstanding shares of Merger Sub issued and outstanding immediately prior to Common Stock shall at the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share represent an equal number of common stock shares of the Surviving CorporationCorporation Common Stock.
Appears in 1 contract
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non- assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.. 2.2
Appears in 1 contract
Merger Sub Stock. Each At the Effective Time, each share of common stockthe Common Stock, $0.01 par value $.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock the Common Stock, $0.01 par value, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each At the Effective Time, each share of common stock, ---------------- par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rf Power Products Inc)
Merger Sub Stock. Each At the Effective Time, (a) each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Smartalk Teleservices Inc)
Merger Sub Stock. Each share (a) At the Effective Time, all outstanding shares of common stock, par value $.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, collectively, one (1) duly and validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation and shall constitute the only outstanding share of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Healthcare Solutions Management Group, Inc.)
Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued ---------------- and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each share At the Effective Time, all issued and outstanding shares of common stock, no par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, collectively, one (1) duly and validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Company and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany.
Appears in 1 contract
Merger Sub Stock. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and authorized, validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and 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 of common stock of Merger Sub shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Merger Sub Stock. Each At the Effective Time, each share of common stockthe Common Stock, par value $.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock, $.01 par value, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Surgical Partners International Inc)
Merger Sub Stock. Each share of common stock, par value $.01 .001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common capital stock, par value $.001 per share, of the Surviving Corporation, such that Parent shall be the holder of all of the issued and outstanding shares of capital stock of the Surviving CorporationCorporation following the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (One World Pharma, Inc.)
Merger Sub Stock. Each share of common stock, par value $.01 1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $1.00 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each share of common stock, par value $.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each At the Effective Time, each share of common stock, $0.01 par value $.01 per sharevalue, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, $0.01 par value, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Equity Compression Services Corp)
Merger Sub Stock. Each share of common stock, par value $.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, subject to the vesting as provided herein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mobile Reach International Inc)
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each share of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation following the Merger, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Stock. Each At the Effective Time, each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Endovascular Technologies Inc)
Merger Sub Stock. Each share of common capital stock, par value $.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) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving CorporationCompany Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ridgewood Properties Inc)
