Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of shares of Company Common Stock, shares of Special Preferred Stock, par value $.01 per share, of the Company (the "Special Preferred Stock") or any holder of shares of capital stock of Sub:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Res Acquisition Corp), Agreement and Plan of Merger (Republic Engineered Steels Inc), Agreement and Plan of Merger (Republic Engineered Steels Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 1.25 per share, of the Company (the "Special Preferred Company Common Stock") or any holder of shares of capital stock of Sub:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Whirlpool Corp /De/)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders of any holder Shares or holders of shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 per share, of the Company Purchaser (the "Special Preferred Purchaser Common Stock") or any holder of shares of capital stock of Sub:):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Unigraphics Solutions Inc), Agreement and Plan of Merger (Official Payments Corp), Agreement and Plan of Merger (Tier Technologies Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of shares of Company Common StockCompany's common stock, shares of Special Preferred Stock, $1.00 par value $.01 per share, of the Company share (the "Special Preferred StockShares") ), or any holder other capital stock of Company or any shares of capital stock of SubPurchaser:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pillowtex Corp), Fieldcrest Cannon Inc
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockthe Company’s common stock, par value $.01 .0001 per shareshare (“Company Common Stock”), of the Company (the "Special Preferred Stock") or any holder of shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Graham Holdings Co), Agreement and Plan of Merger (SmartPros Ltd.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares the issued and outstanding common stock of Special Preferred Stockthe Company, par value $.01 0.01 per share, of the Company share (the "Special Preferred “Company Common Stock"”) or any holder of shares of capital stock of Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sport Supply Group, Inc.), Agreement and Plan of Merger (Sage Parent Company, Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Purchaser, the Company or the holders of any holder of shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 0.01 per share, of the Company (the "Special Preferred “Company Common Stock"”) or any holder of shares of capital stock of SubPurchaser:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 0.01 per share, of the Company (the "Special Preferred “Company Common Stock"”) or any holder of shares of capital stock common stock, par value $0.01 per share, of Sub:Merger Sub (“Merger Sub Common Stock”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mgi Pharma Inc), Agreement and Plan of Merger (Guilford Pharmaceuticals Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of the Company’s common stock, $0.01 par value per share (“Company Common Stock”), shares or of Special Preferred Stock, par value $.01 per share, of the Company (the "Special Preferred Stock") or any holder of shares of capital stock of Parent or Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ingersoll Rand Co LTD), Agreement and Plan of Merger (Trane Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer Bank, New Bank, the Company or the holders of any holder of shares of Company Common Stock, shares of Special Preferred Stockthe common stock, par value $.01 5.00 per share, of the Company (the "Special Preferred Company Common Stock") or any holder of shares of capital stock of Sub:):
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cbny Investment Services Corp), Agreement and Plan of Reorganization (North Fork Bancorporation Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 0.001 per share, of the Company (the "Special Preferred “Company Common Stock") “), or any holder of shares of capital stock of SubMerger Co.:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Refco Inc.), Agreement and Plan of Merger (Refco Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of the Company’s common stock, $0.01 par value per share (“Company Common Stock”), shares of Special Preferred Stock, par value $.01 per share, of the Company (the "Special Preferred Stock") or any holder of shares of capital stock of Parent or Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smithfield Foods Inc), Agreement and Plan of Merger (Premium Standard Farms, Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 0.00025 per share, of the Company (the "Special “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock", par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any holder of shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jda Software Group Inc), Agreement and Plan of Merger (Jda Software Group Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of Company the Company’s Common Stock, shares of Special Preferred Stock, par value $.01 0.01 per share, of the Company share (the "Special Preferred “Company Common Stock") ”), or of any holder of shares of capital stock of SubParent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silgan Holdings Inc), Agreement and Plan of Merger (Graham Packaging Co Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any shares of Company Common Stockcommon stock, shares of Special Preferred Stock, $1.00 par value $.01 per share, of the Company (the "Special Preferred “Company Common Stock") or any holder of shares of capital stock of Sub:”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parker Hannifin Corp), Agreement and Plan of Merger (Clarcor Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 0.0001 per share, of the Company (the "Special Preferred “Company Common Stock"”) or any the holder of any shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GLG Partners, Inc.), Agreement and Plan of Merger (Sage Summit LP)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any shares of Company Common Stockcommon stock, shares of Special Preferred Stock, $0.001 par value $.01 per share, of the Company (the "Special Preferred “Company Common Stock") or any holder of shares of capital stock of Sub:”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nutri System Inc /De/), Agreement and Plan of Merger (Tivity Health, Inc.)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any holder of shares of the Company's Class A Company Common Stock, shares of Special Preferred Stock, par value $.01 per share, of the Company share (the "Special Preferred Company Common Stock") or any holder of shares of capital stock of Sub:):
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (At&t Corp), Amended and Restated Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stockcommon stock, shares of Special Preferred Stock, $0.001 par value $.01 per share, of the Company (the "Special Preferred “Company Common Stock"”) or any holder of shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tornier B.V.), Agreement and Plan of Merger (Somera Communications Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any shares of Company Common Stockcommon stock, shares of Special Preferred Stock, $0.01 par value $.01 per share, of the Company (the "Special Preferred “Company Common Stock") or any holder of shares of capital stock of Sub:”):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Post Holdings, Inc.), Agreement and Plan of Merger (HealthSpring, Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of shares of Company Common Stockany common stock, shares of Special Preferred Stock, $1.00 par value $.01 per sharevalue, of the Company (the "Special Preferred Company Common Stock") or any holder of shares of capital stock of Sub:):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Premier Financial Bancorp Inc), Agreement and Plan of Merger (Pfbi Capital Trust)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 per share, of the Company (the "Special Preferred Company Common Stock") or any ), the holder of any shares of capital stock of Sub:Parent or the holder of any shares of common stock, par value $.01 per share, of Acquisition (the "Acquisition Common Stock"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Select Medical Corp), Agreement and Plan of Merger (EGL Holding CO)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 0.001 per share, of the Company (the "Special Preferred “Company Common Stock"”) or any holder of shares of capital stock of Merger Sub:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.), Agreement and Plan of Merger (Biosource International Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Merger Sub, the Company or the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 0.01 per share, of the Company (the "Special Preferred “Company Common Stock") or any holder of shares of capital stock of Sub:”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dupont Photomasks Inc)
Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any of the Parties or the holder of any shares of Company Common Stockcommon stock, shares of Special Preferred Stock, $0.01 par value $.01 per share, of the Company (the "Special Preferred “Company Common Stock"”) or any holder of shares of capital stock of SubMerger Sub Common Stock:
Appears in 1 contract
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 0.33 1/3 per share, of the Company (the "Special Preferred “Company Common Stock"”) or any holder of shares of capital stock of SubAcquirer:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortegra Financial Corp)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Purchaser, the Company or the holders of any holder of shares the following securities: (a) Common Stock of Company Common Stock, shares Purchaser. Each share of Special Preferred Stockcommon stock, par value $.01 0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company Surviving Corporation. (the "Special Preferred Stock") or any holder of shares of capital stock of Sub:b)
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dendrite International Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 0.001 per share, of the Company (the "Special Preferred “Company Common Stock") ”), or any holder membership interests of shares of capital stock of SubMerger Co.:
Appears in 1 contract
Samples: Assignment Agreement and Plan of Merger (Archipelago Learning, Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any shares of Company the Company’s Common Stock, shares of Special Preferred Stock, par value $.01 0.01 per share, of the Company share (the "Special Preferred “Company Common Stock") or any holder of shares of capital stock of Sub:”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graham Packaging Co Inc.)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 per share, of the Company Vector (the "Special Preferred Vector Common Stock") or any holder of shares of capital common stock of SubMergerCo, par value $.01 per share:
Appears in 1 contract
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 per share, of the Company (the "Special Preferred Company Common Stock") or any holder of shares of capital stock of SubParent:
Appears in 1 contract
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stockcommon stock, shares of Special Preferred Stock, $0.001 par value $.01 per share, of the Company (the "Special Preferred Company Common Stock") or any holder of shares of capital stock of Merger Sub:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Warburg Pincus Private Equity IX, L.P.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value Execution Copy $.01 0.00025 per share, of the Company (the "Special “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock", par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any holder of shares of capital stock of Merger Sub:
Appears in 1 contract
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action (except as provided in this Section 2.1) on the part of any Sub, Parent, Company, or the holder of any shares of Company common stock, $.01 par value (“Company Common Stock, shares of Special Preferred Stock, par value $.01 per share, of the Company (the "Special Preferred Stock") or any holder of shares of capital stock of Sub:”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intelli Check Mobilisa, Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 per share, of the Company (the "Special Preferred “Company Common Stock"”) or any holder of shares of capital stock of Sub:Parent (“Parent Common Stock”):
Appears in 1 contract
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders of any holder Shares or holders of shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 1.00 per share, of the Company Purchaser (the "Special Preferred Purchaser Common Stock") or any holder of shares of capital stock of Sub:):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Commerce Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action (except as provided in Section 4.7) on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 per share, of the share ("Company (the "Special Preferred Common StockCompany Common Stock") or any holder of shares of capital stock of Sub:):
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Upgrade International Corp /Fl/)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action (except as provided in Section 4.9) on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 .001 per share, of the share ("Company (the "Special Preferred Common Stock") or any holder of shares of capital stock of Sub:):
Appears in 1 contract
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any holder of shares of the Company's Class A Company Common Stock, shares of Special Preferred Stock, par value $.01 per share, of the Company share (the "Special Preferred Company Common Stock") or any holder of shares of capital stock of Sub:2
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any holder of shares of the Company's Class A Company Common Stock, shares of Special Preferred Stock, par value $.01 per share, of the Company share (the "Special Preferred Company Common Stock") or any holder of shares of capital stock of Sub:)
Appears in 1 contract
Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any of the Parties or the holder of any shares of Company Common Stockcommon stock, shares of Special Preferred Stock, $0.001 par value $.01 per share, of the Company (the "Special Preferred “Company Common Stock"”) or any holder of shares of capital stock of SubMerger Sub Common Stock:
Appears in 1 contract
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 0.001 per share, of the Company (the "Special Preferred “Company Common Stock"”) or any holder of shares of capital stock of Merger Sub:
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Oil & Gas Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action (except as provided in Section 4.7) on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 per share, of the share ("Company (the "Special Preferred Common Stock") or any holder of shares of capital stock of Sub:):
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pathways Group Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of any the Company, Acquisition, the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 per share, of the Company (the "Special Preferred “Company Common Stock") or any ”), the holder of any limited liability company interests of Parent, or the holder of any shares of capital stock common stock, par value $.01 per share, of Sub:Acquisition (“Acquisition Common Stock”):
Appears in 1 contract
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any shares of Company Common Stockcommon stock, shares of Special Preferred Stock, $0.01 par value $.01 per share, of the Company (the "Special Preferred Company Common Stock") or any holder of shares of capital stock of Sub:):
Appears in 1 contract
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 0.01 per share, of the Company (the "Special Preferred “Company Common Stock"”) or any holder of shares of capital stock of SubPurchaser:
Appears in 1 contract
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of any the Company, Acquisition, the holder of any shares of Company Common Stock, shares of Special Preferred Stockcommon stock, par value $.01 per share, of the Company (the "Special Preferred “Company Common Stock") or any ”), the holder of any shares of capital stock common stock, par value $.01 per share, of Sub:Parent, or the holder of any shares of common stock, par value $.01 per share, of Acquisition (“Acquisition Common Stock”):
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Surgical Partners International Inc)
