Common use of Capital Stock of Merger Sub Clause in Contracts

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 47 contracts

Samples: Merger Agreement (Snap One Holdings Corp.), Merger Agreement (Resideo Technologies, Inc.), Merger Agreement (Coupa Software Inc)

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Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 22 contracts

Samples: Agreement and Plan of Merger (Global Blood Therapeutics, Inc.), Merger Agreement (Anixter International Inc), Merger Agreement (Wesco International Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 14 contracts

Samples: Merger Agreement (Emc Corp), Merger Agreement (Bed Bath & Beyond Inc), Merger Agreement (Cost Plus Inc/Ca/)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Appears in 13 contracts

Samples: Merger Agreement (Graham Holdings Co), Merger Agreement (SmartPros Ltd.), Merger Agreement (Archipelago Learning, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 12 contracts

Samples: Merger Agreement (Morphic Holding, Inc.), Merger Agreement (XOMA Corp), Merger Agreement (Kinnate Biopharma Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 12 contracts

Samples: Merger Agreement (Andrew Corp), Merger Agreement (Idec Pharmaceuticals Corp / De), Merger Agreement (Andrew Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 11 contracts

Samples: Merger Agreement (Healthequity, Inc.), Merger Agreement (Wageworks, Inc.), Merger Agreement (Cincinnati Bell Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock the common stock, par value $.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Appears in 10 contracts

Samples: Merger Agreement (Isle of Capri Casinos Inc), Merger Agreement (Isle of Capri Casinos Inc), Merger Agreement (Lady Luck Gaming Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.

Appears in 8 contracts

Samples: Merger Agreement (Liberty Technologies Inc), Merger Agreement (Liberty Technologies Inc), Merger Agreement (Elite Information Group Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 7 contracts

Samples: Merger Agreement (Bioverativ Inc.), Merger Agreement (Cogent Communications Group Inc), Merger Agreement (Riviera Holdings Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Thermo Fisher Scientific Inc.), Merger Agreement (PPD, Inc.), Merger Agreement (Endocyte Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Ceres Ventures, Inc.), Merger Agreement (Harborview Master Fund Lp), Merger Agreement (Hepalife Technologies Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Dominion Resources Inc /Va/), Merger Agreement (Questar Corp), Merger Agreement (Piedmont Natural Gas Co Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Magellan Technology Inc), Merger Agreement (Wallstreet Racing Stables Inc), Agreement and Plan of Reorganization (One Dentist Resources)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CorporationEntity.

Appears in 4 contracts

Samples: Merger Agreement (Rubicon Financial Inc), Merger Agreement (Rubicon Financial Inc), Merger Agreement (Issg, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Iq Software Corp), Merger Agreement (Physician Reliance Network Inc), Merger Agreement (American Oncology Resources Inc /De/)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Sub, par value $0.001 per share, shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving CorporationCompany. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Company into which they were converted in accordance with the immediately preceding sentence.

Appears in 3 contracts

Samples: Merger Agreement (CMC Materials, Inc.), Merger Agreement (CMC Materials, Inc.), Merger Agreement (Entegris Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.01, of the Surviving CorporationCompany.

Appears in 3 contracts

Samples: Merger Agreement (Fleetcor Technologies Inc), Merger Agreement (Community Health Systems Inc), Merger Agreement (Health Management Associates, Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation, so that after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Cott Corp /Cn/), Merger Agreement (DS Services of America, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Initial Surviving CorporationCompany (“Initial Surviving Company Stock”).

Appears in 2 contracts

Samples: Merger Agreement (GrubHub Inc.), Merger Agreement

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only issued and outstanding capital stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Allegheny Technologies Inc), Merger Agreement (Ladish Co Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation, and shall thereupon constitute the only outstanding shares of capital stock of the Surviving Corporation. Each certificate evidencing ownership of such shares of common stock of Merger Sub shall thereafter evidence ownership of shares of common stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intrexon Corp), Merger Agreement (Medistem Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Samples: Merger Agreement (Sage Summit LP), Merger Agreement (GLG Partners, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Common Stock shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Docucon Inc), Merger Agreement (Analytical Surveys Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock ---------------------------- of Merger Sub Common Stock shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Formation Agreement (International Computex Inc), Formation Agreement (Galvin Michael Jeffrey)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (MyoKardia, Inc.), Merger Agreement (Energysouth Inc)

Capital Stock of Merger Sub. Each issued and --------------------------- outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .001 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Aspect Development Inc), Merger Agreement (Wadhwani Romesh)

Capital Stock of Merger Sub. Each At the Effective Time, each issued and outstanding share of capital stock of Merger Sub Common Stock shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Agrify Corp), Merger Agreement (Agrify Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Icos Corp), Merger Agreement (Creative Host Services Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Buffalo Wild Wings Inc), Merger Agreement (Facet Biotech Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, (1) fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Solexa, Inc.), Merger Agreement (Illumina Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub that is issued and outstanding prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the First-Step Surviving CorporationCompany and shall constitute the only outstanding shares of capital stock of the First-Step Surviving Company.

Appears in 2 contracts

Samples: Merger Agreement (Aep Industries Inc), Merger Agreement (Berry Plastics Group Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock Capital Stock of Merger Sub shall be converted into and shall become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Audiocodes LTD), Merger Agreement (Audiocodes LTD)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.10 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Hospitality Distribution Inc), Merger Agreement (Cec Entertainment Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Teva Pharmaceutical Industries LTD), Merger Agreement (Cephalon Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Merger Sub shall automatically be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Gener8 Maritime, Inc.), Merger Agreement (Serena Software Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Koninklijke Philips Electronics Nv)

Capital Stock of Merger Sub. Each issued and outstanding --------------------------- share of the capital stock of Merger Sub shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Iprint Com Inc), Merger Agreement (Iprint Com Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Intermediate Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Basin Water, Inc.), Agreement and Plan of Merger (Basin Water, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.0001 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Sphere 3D Corp), Merger Agreement (Overland Storage Inc)

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

Appears in 2 contracts

Samples: Merger Agreement (Straight Path Communications Inc.), Merger Agreement (Straight Path Communications Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one 1,000,000 validly issued, fully paid and nonassessable share shares of common stock, par value $0.01 per sharepar value, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Independent Brewers United, Inc.), Merger Agreement (Pyramid Breweries Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non- assessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .001 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Merger Agreement (I2 Technologies Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Sub, par value $0.0001 per share, shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (United Rentals, Inc.), Merger Agreement

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Liposcience Inc), Merger Agreement (Medtox Scientific Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of --------------------------- capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, and such shares shall, collectively, represent all of the issued and outstanding capital stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Ginsburg Scott K), Merger Agreement (Digital Generation Systems Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.01, of the Surviving CorporationCompany.

Appears in 2 contracts

Samples: Merger Agreement (Entegris Inc), Merger Agreement (Atmi Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Solutia Inc), Merger Agreement (Eastman Chemical Co)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.;

Appears in 2 contracts

Samples: Plan of Merger and Exchange Agreement (Neuberger Berman Inc), Plan of Merger and Exchange Agreement (Neuberger Berman Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Darden Restaurants Inc), Merger Agreement (Rare Hospitality International Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share0.001, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Grant Ventures Inc), Merger Agreement (Grant Ventures Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporationsurviving corporation in the Reverse Merger.

Appears in 2 contracts

Samples: Merger Agreement (Seabulk International Inc), Merger Agreement (Seacor Holdings Inc /New/)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.001 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Amacore Group, Inc.), Merger Agreement (Amacore Group, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of Merger Sub shall be converted into one fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Provena Foods Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Imperial Industries Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compucredit Corp)

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

Appears in 1 contract

Samples: Merger Agreement (Avista Healthcare Public Acquisition Corp.)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share.001, of the Surviving Corporation.;

Appears in 1 contract

Samples: Merger Agreement (XRG Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Arch Chemicals Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, (1) fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving CorporationEntity.

Appears in 1 contract

Samples: Merger Agreement (Peplin Inc)

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Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of the Merger Sub shall be converted into and become one validly issued, (1) fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving CorporationEntity.

Appears in 1 contract

Samples: Purchase Agreement (Oakley Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.000125 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Activant Solutions Inc /De/)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Innovative Food Holdings Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.;

Appears in 1 contract

Samples: Merger Agreement (Hanover Direct Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.001 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Lenco Mobile Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Triple-S Management Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of the Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (QRS Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Micromuse Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Ubiquity, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (First Data Corp)

Capital Stock of Merger Sub. Each ordinary share, par value $0.01 per share, of Merger Sub, issued and outstanding share of capital stock of Merger Sub immediately prior to the Effective Time, shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stocknon-assessable ordinary share, par value $0.01 per share, of the Surviving CorporationCompany and shall constitute the only issued and outstanding share capital of the Surviving Company except for the Subsidiary Shares, if any, which shall remain issued and outstanding, and the register of members of the Surviving Company shall forthwith be updated to reflect such conversion.

Appears in 1 contract

Samples: Merger Agreement (Netshoes (Cayman) Ltd.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share0.0001, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (RealD Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Snipp Interactive Inc.)

Capital Stock of Merger Sub. Each At the Effective Time, all of the issued and outstanding share shares of capital stock of Merger Sub shall be converted into and become one validly issuedbecome, in the aggregate, 1,000 fully paid and nonassessable share shares of common stock, par value $0.01 per share, capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Suiza Foods Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub outstanding as of the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Michael Foods Inc/New)

Capital Stock of Merger Sub. Each issued and then-outstanding share of capital stock common stock, no par value, of Merger Sub shall be converted into and become one (1) duly authorized, validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Limelight Media Group Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving CorporationCorporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Telecommunication Systems Inc /Fa/)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Basin Exploration Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Opgen Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub Sub, par value $0.001 per share, shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Biotelemetry, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Sagent Pharmaceuticals, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of --------------------------- capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zhone Technologies Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Aemetis, Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.001 par value $0.01 per share, share of the Surviving Corporation.

Appears in 1 contract

Samples: Transaction Agreement (Vistra Corp.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock stock, par value of $0.01 per share, of Merger Sub as of immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Galaxy Gaming, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Rutherford-Moran Oil Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.001, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Spectranetics Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation (the “Surviving Corporation Common Stock”).

Appears in 1 contract

Samples: Merger Agreement (Glowpoint, Inc.)

Capital Stock of Merger Sub. Each issued and then outstanding share of capital stock common stock, no par value, of Merger Sub shall be converted into and become one duly authorized, validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Inncardio, Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Constellation Brands, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common ---------------------------- stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Jiffy Lube International Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Discount Auto Parts Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.paid

Appears in 1 contract

Samples: Merger Agreement (Getchell Gold Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.

Appears in 1 contract

Samples: Series B Preferred Stock Purchase Agreement (Spirent PLC)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub Sub, par value $1.00 per share, shall automatically be canceled and converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Triple-S Management Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.;

Appears in 1 contract

Samples: Merger Agreement (Blue Martini Software Inc)

Capital Stock of Merger Sub. Each of the issued and outstanding share 100 shares of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stockCommon Stock, par value $0.01 0.025 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Digital Products Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per .0001per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Mobile Storage Group Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of capital common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Infonet Services Corp)

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