Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 30 contracts
Samples: Agreement and Plan of Merger (INPHI Corp), Agreement and Plan of Merger (INPHI Corp), Agreement and Plan of Merger (Nuvasive Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 18 contracts
Samples: Agreement and Plan of Merger (Pegasystems Inc), Agreement and Plan of Reorganization (Tarantella Inc), Agreement and Plan of Merger and Reorganization (Embarcadero Technologies Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Paypal Inc), Agreement and Plan of Merger (Euniverse Inc), Agreement and Plan of Merger (Euniverse Inc)
Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 12 contracts
Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp), Agreement and Plan of Merger (Business Objects Sa), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and that is outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 10 contracts
Samples: Agreement and Plan of Merger and Reorganization (Synacor, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger and Reorganization (Qumu Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become, and shall represent, one 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 Corporation with the same rights, powers and privileges as the shares so converted and shall continue to evidence ownership of such constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 10 contracts
Samples: Agreement and Plan of Merger Reorganization (8x8 Inc /De/), Agreement and Plan of Merger (Netlogic Microsystems Inc), Agreement and Plan of Merger (MoSys, Inc.)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to of Common Stock of Merger Sub shall, as of the Effective Time, evidence ownership of such shares of capital stock Common Stock of the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Polycom Inc), Agreement and Plan of Reorganization (Edwards J D & Co)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital common stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Citrix Systems Inc), Option Cancellation Agreement (Constant Contact, Inc.), Agreement and Plan of Merger (Citrix Systems Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Victory Oilfield Tech, Inc.), Agreement and Plan of Merger (Victory Oilfield Tech, Inc.), Agreement and Plan of Merger (SIMPLICITY ESPORTS & GAMING Co)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to of Common Stock of the Merger Sub shall, as of the Effective Time, evidence ownership of such shares of capital stock Common Stock of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Triangle Pharmaceuticals Inc), Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (Storage Computer Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Nimble Storage Inc), Agreement and Plan of Merger (Hewlett Packard Enterprise Co)
Capital Stock of Merger Sub. At As of the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or any holder thereof, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be cancelled and shall automatically be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Intercontinental Exchange, Inc.), Agreement and Plan of Merger (Nice Systems LTD), Agreement and Plan of Merger (US Oncology Holdings, Inc.)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization, Services Agreement (Netratings Inc), Services Agreement (Netratings Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of the common stock of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kintera Inc), Agreement and Plan of Merger and Reorganization (Kintera Inc), Agreement and Plan of Merger and Reorganization (Kintera Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock stock, $0.01 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned Subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock 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 validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Mede America Corp /), Agreement and Plan of Merger (Galaxy Enterprises Inc /Nv/), Agreement and Plan of Merger (Netgateway Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock From and after the Effective Time, each share certificate of Merger Sub theretofore evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement And (Safenet Inc), Merger Agreement (Broadcom Corp), Merger Agreement (Omicron Technologies Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock stock, no par value, 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 validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Seebeyond Technology Corp), Agreement and Plan of Merger (Tarantella Inc), Agreement and Plan of Merger (Sun Microsystems, Inc.)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued issue and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Q2 Holdings, Inc.), Agreement and Plan of Reorganization (Q2 Holdings, Inc.), Agreement and Plan of Reorganization (Q2 Holdings, Inc.)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Escrow Agreement (Getthere Com), Agreement and Plan of Reorganization (Wachtel Harry M), Agreement and Plan of Reorganization (Zhone Technologies Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (I2 Technologies Inc), Agreement and Plan of Merger (Fonix Corp), Agreement and Plan of Merger (I2 Technologies Inc)
Capital Stock of Merger Sub. At the Effective Time, by virtue of the First Merger and without any action on the part of any of the parties hereto, each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.001 per share, of the Surviving First-Step Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub shall continue to after the Effective Time evidence ownership of such shares of capital stock of the Surviving First-Step Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Biomira Inc), Agreement and Plan of Reorganization (Oncothyreon Inc.), Agreement and Plan of Reorganization (Biomira CORP)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ellie Mae Inc), Agreement and Plan of Reorganization (PDF Solutions Inc), Agreement and Plan of Merger (Amera Link Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Human Genome Sciences Inc), Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (Hoovers Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of --------------------------- Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Inktomi Corp), Agreement and Plan of Reorganization (Critical Path Inc), Affiliate Agreement (Inktomi Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of , and the Surviving CorporationCorporation shall be a wholly-owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Autobytel Com Inc), The Agreement (Autobytel Com Inc), The Agreement (Autobytel Com Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (ARGON ST, Inc.), Agreement and Plan of Merger (Ods Networks Inc), Agreement and Plan of Merger and Reorganization (Covad Communications Group Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall will, by virtue of the Merger and without further action on the part of the sole stockholder of Merger Sub, be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stock Company Common Stock (and the shares of the Surviving Corporation. Each stock certificate Company into which the shares of Merger Sub capital stock are so converted shall be the only shares of the Company’s capital stock that are issued and outstanding immediately after the Effective Time). Each certificate evidencing ownership of any such shares shall continue to of Merger Sub capital stock will evidence ownership of such shares of capital stock of the Surviving CorporationCompany Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Proofpoint Inc), Agreement and Plan of Merger (Zuora Inc), Agreement and Plan of Merger (Proofpoint Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock stock, $0.01 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock stock, $0.01 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Pairgain Technologies Inc /Ca/), Agreement and Plan of Merger (Centigram Communications Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Answers CORP), Agreement and Plan of Merger (Secure Computing Corp), Agreement and Plan of Merger (McAfee, Inc.)
Capital Stock of Merger Sub. At the Effective Time, --------------------------- each share of common stock stock, $0.001 par value, of Merger Sub ("Merger Sub Common ----------------- Stock") issued and outstanding immediately prior to the Effective Time shall be ----- converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Integrated Measurement Systems Inc /Or/)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall automatically be converted into and exchanged for one 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 shall continue to shall, as of the Effective Time, evidence ownership of such shares of capital common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Cellegy Pharmaceuticals Inc), Agreement and Plan of Reorganization (Adamis Pharmaceuticals Corp), Agreement and Plan of Reorganization (La Jolla Pharmaceutical Co)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock stock, $.01 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving CorporationCompany, and the Company shall be a wholly owned subsidiary of the OSK. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving CorporationCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (United American Corp), Agreement and Plan of Merger and Reorganization (Teliphone Corp), Agreement and Plan of Merger and Reorganization (Osk Capital Iii Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Musicland Stores Corp), Agreement and Plan of Merger (Best Buy Co Inc), Agreement and Plan of Merger (Best Buy Co Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one 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 Corporation and shall continue to evidence ownership of such constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cti Group Holdings Inc), Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Orthovita Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock stock, $0.001 par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned Subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares Merger Sub Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Tut Systems Inc), Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common the capital stock of the Surviving Corporation. Each stock share certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nordson Corp), Agreement and Plan of Merger (Rimage Corp)
Capital Stock of Merger Sub. At None of the Effective Time, each share shares of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into as a result of the Merger, but all of such shares shall remain issued and exchanged for one validly issued, fully paid and nonassessable share of common stock outstanding shares of the Surviving Corporation, and shall be owned by Parent both before and after the Effective Time. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Summit Design Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock, par value, 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 validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Ithaka Acquisition Corp), Merger Agreement (Ithaka Acquisition Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock, no par value, of Merger Sub ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock Common Stock, no par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Avant Corp), Agreement of Merger (Avant Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for represent one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Deltapoint Inc), Agreement and Plan of Reorganization (SCM Microsystems Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock Capital Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock Common Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ponte Nossa Acquisition Corp), Agreement and Plan of Merger (Ponte Nossa Acquisition Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub --------------------------- issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc), Agreement and Plan of Merger (Avt Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock stock, $0.001 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for become one validly issued, fully fully-paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roadway Corp), Agreement and Plan of Merger (Arnold Industries Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Stock Exchange and Merger Agreement (Leap Technology Inc / De), Stock Exchange and Merger Agreement (Ivillage Inc)
Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share of common capital stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into canceled and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporationextinguished. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub shall continue to after the Effective Time evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Capital Stock of Merger Sub. At As of the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or any holder of securities of Merger Sub, each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us Dry Cleaning Corp), Agreement and Plan of Merger (Us Dry Cleaning Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Flir Systems Inc), Agreement and Plan of Merger and Reorganization (Pixelworks Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock stock, $1.00 par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issuedcommon share, fully paid and nonassessable share of common stock without par, of the Surviving CorporationCorporation and the Surviving Corporation shall be a wholly owned subsidiary of Acquiror. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Tandy Corp /De/), Agreement and Plan of Reorganization (Amerilink Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one three thousand seven hundred eighty-five (3,785) 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 shall continue to evidence ownership of such shares of capital stock Common Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacer Technology), Agreement and Plan of Merger (Pacer Technology)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to as of the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate certificate, if any, of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Q2 Holdings, Inc.), Agreement and Plan of Merger
Capital Stock of Merger Sub. At As of 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 share of common stock stock, par value $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 validly issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any , and such shares shall continue to evidence ownership shall, collectively, represent all of such shares of the issued and outstanding capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amfm Inc), Agreement and Plan of Merger (Clear Channel Communications Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock of Merger Sub ("MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Rosetta Inpharmatics Inc), Agreement and Plan of Merger and Reorganization (Nexprise Inc)
Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of the Parent, Merger Sub, the Company or the Company Stockholders, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue after the Effective Time to evidence ownership of such shares of capital common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Matinas BioPharma Holdings, Inc.), Agreement and Plan of Merger (Amicus Therapeutics Inc)
Capital Stock of Merger Sub. At As of 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 share of common stock stock, without par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one 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 shall continue to evidence ownership of such shares of capital stock stock, without par value, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Federal Paper Board Co Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into remain outstanding and exchanged for shall represent one 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 shall continue to shall, as of the Effective Time, evidence ownership of such shares of capital common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp), Agreement and Plan of Merger and Reorganization (Adamis Pharmaceuticals Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger --------------------------- Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands), Agreement and Plan of Reorganization (Seagate Technology Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) 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 continue to thereafter evidence ownership of such shares of capital common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.)
Capital Stock of Merger Sub. At the Effective Time, each share --------------------------- of common stock Common Stock, par value $.001 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock, par value $.001 per share, of the Surviving Corporation, and the Surviving Corporation shall become a wholly owned Subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (E Trade Group Inc), Agreement and Plan of Merger (E Trade Group Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to as of the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silicon Laboratories Inc), Agreement and Plan of Merger (Silicon Laboratories Inc)
Capital Stock of Merger Sub. At the Effective Time, each share --------------------------- of common stock Common Stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares the share of capital common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Targeted Genetics Corp /Wa/), Agreement and Plan of Merger (Targeted Genetics Corp /Wa/)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub Common Stock which is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for remain outstanding as one validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation, with identical rights and privileges. Each stock From and after the Effective Time, each share certificate of Merger Sub theretofore evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valueclick Inc/Ca), Registration Rights Agreement (Valueclick Inc/Ca)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub Sub, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Cash Access Holdings, Inc.), Agreement and Plan of Merger (Cash Systems Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock, no par value, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock, no par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Acquiror. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Ophthalmic Imaging Systems Inc), Agreement and Plan of Reorganization (Premier Laser Systems Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock stock, $.001 par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (SP Holding CORP), Agreement and Plan of Merger and Reorganization (SP Holding CORP)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock of the Surviving Corporation. Each stock From and after the Effective Time, each share certificate of Merger Sub theretofore evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Plan of Reorganization (Kana Communications Inc), Plan of Reorganization (Kana Communications Inc)
Capital Stock of Merger Sub. At the Effective Time, each share The shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share shares of common stock of the Surviving Corporation. Each stock certificate Corporation and shall thereafter constitute all of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such the issued and outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Stock Option Agreement (Citizens Banking Corp), Stock Option Agreement (Citizens Banking Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate certificate, if any, of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Paylocity Holding Corp), Agreement and Plan of Merger (Darden Restaurants Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger --------------------------- Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (International Network Services), Agreement and Plan of Reorganization (Critical Path Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stock stock, no par value per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares , and shall continue to evidence ownership of such constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement of Merger (New River Pharmaceuticals Inc), Agreement of Merger (Shire PLC)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock share certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement And (Broadcom Corp), Strategic Alliance Agreement (Broadcom Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock, without par value, 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 validly issued, fully paid and nonassessable share of common stock stock, without par value, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Israel Technology Acquisition Corp.), Agreement and Plan of Merger (Israel Technology Acquisition Corp.)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Novellus Systems Inc), Agreement and Plan of Reorganization (Speedfam Ipec Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Escrow Agreement (Catcher Holdings, Inc), And Restated Agreement and Plan of Merger (Catcher Holdings, Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock, no par value, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged or exercisable for one validly issued, fully paid and nonassessable share of common stock Common Stock, no par value, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time effective time of the First Merger shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock of the Surviving CorporationEntity. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to of Merger Sub Common Stock shall, as of the effective time of the First Merger, evidence ownership of such shares of capital stock Common Stock of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sumtotal Systems Inc), Agreement and Plan of Merger (Sumtotal Systems Inc)
Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of Newco, Merger Sub, the Company, or any other Person, each share of common stock of Merger Sub issued and that is outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub or book entry evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. At Pursuant to the Effective TimeMerger, each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock stock, no par value, of Merger Sub ("MERGER SUB COMMON STOCK"), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation. Each stock Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Inverness Medical Innovations Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of common stock Common Stock, without par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock, without par value, of the Surviving CorporationCorporation and the Surviving Corporation shall be a wholly-owned subsidiary of DPAC. Each stock certificate of Merger Sub held by DPAC evidencing ownership of any such shares shall continue to at and after the Effective Time evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Acquiror. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Crossroads Systems Inc)
Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Equityholders, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock stock, no par value, of Merger Sub (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation. Each stock Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cholestech Corporation)
Capital Stock of Merger Sub. At In the Effective Timeevent the Merger occurs pursuant to Section 1.1(a), each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into remain issued and exchanged for one validly issued, fully paid outstanding from and nonassessable share of common stock of after the Surviving CorporationEffective Time. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, Target or the Target Shareholders, each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Staktek Holdings Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock share certificate of Merger Sub evidencing ownership of any such shares of common stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PLX Technology Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each issued and outstanding share --------------------------- of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock Series C Preferred Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Top Tier Software Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stock stock, no par value per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares Corporation and shall continue to evidence ownership of such constitute the only shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fremont Michigan Insuracorp Inc)
Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto, each share of common capital stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock stock, $0.001 par value per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub shall continue to after the Effective Time evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares shall continue to Common Stock will evidence ownership of such shares of capital stock of the Surviving CorporationCorporation after the Effective Time.
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, each Each share of common capital --------------------------- stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 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 shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Goto Com Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock stock, no par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.. (e)
Appears in 1 contract
Samples: Execution Copy Agreement (Silicon Graphics Inc /Ca/)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock stock, no par --------------------------- value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock stock, no par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Emachines Inc /De/)
Capital Stock of Merger Sub. At the Effective Time, each share of ----------------------------- common stock of Merger Sub issued and outstanding immediately prior to the Effective Time Time, together with the related stock certificate evidencing ownership thereof, shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. Each Corporation and a stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporationthereof.
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock, no par value, of Merger Sub (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged or exercisable for one validly issued, fully paid and nonassessable share of common stock Common Stock, no par value, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Webvan Group Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock of Merger Sub issued and outstanding immediately prior to as of the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate certificate, if any, of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.)
Capital Stock of Merger Sub. At the Effective Time, each Each share of common stock Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share shares of common stock Parent Common Stock and Series A Preferred Stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement of Merger (Inferx Corp)
