Acquisition Sub Shares Sample Clauses

Acquisition Sub Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror as the sole shareholder of Acquisition Sub, each issued and outstanding share of common stock, par value $1.00 per share, of Acquisition Sub (“Acquistion Sub Common Stock”) shall be converted into one share of common stock, par value $1.00 per share of Surviving Corporation.
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Acquisition Sub Shares. At the Effective Time, each outstanding share of common stock, no par value, of Acquisition Sub shall be converted into one share of common stock, no par value, of the Surviving Corporation.
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Acquisition Sub Shares. All of the issued and outstanding shares of capital stock of Acquisition Sub, consisting of 100 shares of common stock, $.01 par value per share. Adverse Consequences. All actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, injunctions, damages, penalties, fines, costs, amounts paid in settlement, liabilities, interest paid to third parties, losses, and all expenses and fees directly relating to any of the foregoing, including reasonable accounting, consultant and attorneys' fees and court costs, costs of expert witnesses and other necessary or advisable expenses of litigation, in each case to the extent that any of the foregoing are uninsured.
Sample 1
Acquisition Sub Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sensytech as the sole shareholder of Acquisition Sub, each issued and outstanding share of the common stock of Acquisition Sub shall remain issued and outstanding.
Sample 1
Acquisition Sub Shares. At the Effective Time, by virtue of the ------------------------ Merger and without any action on the part of Parent as the sole stockholder of Acquisition Sub, each issued and outstanding share of common stock, par value $.01 per share, of Acquisition Sub ("Acquisition Sub Common Stock") shall, in the case of a Reverse Merger, be converted into one share of common stock, par value $.01 per share, of the Surviving Corporation and each issued and oustanding share of common stock, par value .01 per share, of Acquisition Sub, shall, in the case of a Forward Merger, remain outstanding as one share of common stock, .01 per share, of the Surviving Corporation.
Sample 1

Related to Acquisition Sub Shares

  • 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.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Recitals Merger Consideration 2.1(b) Merger Sub.....................................................

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