Capital Stock of Merger Sub. At the Effective Time, each share of Common 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, $.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 (Quadramed Corp), Agreement and Plan of Reorganization (Medicus Systems Corp /De/), Merger Agreement (Quadramed Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock, $.01 .0001 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, $.01 .0001 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 (Endosonics Corp), Agreement and Plan of Reorganization (Polycom Inc), Agreement and Plan of Reorganization (Endosonics Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, $.01 0.001 par valuevalue per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted immediately upon the Merger into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.01 0.001 par valuevalue per share, 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 4 contracts
Samples: Merger Agreement (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock, $.01 par value, of Merger Sub ("Merger Sub Common Stock") 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 Stockcommon stock, $.01 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 (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc), Merger Agreement (Hoovers Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 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 Stockcommon stock, par value $.01 par value0.001 per share, of the Surviving Corporation. Each Following the Effective Time, each certificate evidencing ownership of shares of common 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: Merger Agreement (Vitalstream Holdings Inc), Merger Agreement (Vitalstream Holdings Inc), Agreement and Plan of Merger (Internap Network Services Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon 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 Stockcommon stock, $.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 4 contracts
Samples: Merger Agreement (Sattel Global Networks Inc), Merger Agreement (Qlogic Corp), Merger Agreement (Qlogic Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, $.01 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 Stockcommon stock, $.01 0.001 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 4 contracts
Samples: Agreement and Plan of Reorganization (Hemosense Inc), Agreement and Plan of Reorganization (Inverness Medical Innovations Inc), Merger Agreement (Matria Healthcare Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, par value $.01 par valueper 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, par value $.01 par valueper share, 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: Merger Agreement (P Com Inc), Merger Agreement (Nathans Famous Inc), Merger Agreement (Telaxis Communications Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon stock, $.01 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, $.01 par value, 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 4 contracts
Samples: Agreement and Plan of Reorganization (E-Medsoft Com), Merger Agreement (Cisco Systems Inc), Merger Agreement (Aironet Wireless Communications Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.01 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.01 per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock outstanding immediately prior to the Effective Time shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Merger Agreement (Oplink Communications Inc), Merger Agreement (Tanox Inc), Merger Agreement (Optical Communication Products Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.01 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.01 per share, of the Surviving CorporationCorporation (the “Surviving Corporation Common Stock”). 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 share of capital stock of the Surviving CorporationCorporation Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Merger Agreement, Agreement and Plan of Reorganization (McData Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon 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, $.01 par value, 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: Merger Agreement (United American Corp), Merger Agreement (Teliphone Corp), Merger Agreement (Osk Capital Iii Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par valueper 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 non-assessable share of Common Stockcommon stock, par value $.01 par valueper share, 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: Merger Agreement (Superior Telecom Inc), Merger Agreement (Iturf Inc), Merger Agreement (Superior Telecom Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon stock, $.01 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 Stockcommon stock, $.01 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: Merger Agreement (Adc Telecommunications Inc), Merger Agreement (Pairgain Technologies Inc /Ca/), Merger Agreement (Centigram Communications Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock, $.01 0.001 par value, of Merger Sub ("Merger Sub Common Stock") ), 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, $.01 0.001 par value, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to thereupon evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Predictive Systems Inc), Merger Agreement (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.001 per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock outstanding immediately prior to the Effective Time shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Extended Systems Inc), Merger Agreement (Predictive Systems Inc), Merger Agreement (Avantgo Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.001 per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock outstanding immediately prior to the Effective Time shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Sybase Inc), Merger Agreement (Sybase Inc), Merger Agreement (Sybase Inc)
Capital Stock of Merger Sub. At 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 Stockcommon stock, par value $.01 par valueper share, of Merger Sub ("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 Stockcommon stock, par value $.01 par valueper share, 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: Merger Agreement (Photronics Inc), Merger Agreement (Macdonald James L), Merger Agreement (Align Rite International Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon 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, $.01 par value, 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: Merger Agreement (Parentech Inc), Merger Agreement (Parentech Inc), Agreement and Plan of Merger and Reorganization (Parentech Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, $.01 0.01 par valuevalue per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of Common Stock, $.01 0.01 par valuevalue per share, 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 Reorganization and Merger (Lsi Logic Corp), Agreement and Plan of Reorganization and Merger (Lsi Logic Corp), Agreement and Plan of Reorganization and Merger (Seeq Technology Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock, $.01 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, $.01 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 3 contracts
Samples: Merger Agreement (Avant Corp), Merger Agreement (Avant Corp), Merger Agreement (Avant Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par --------------------------- value $.01 par value0.01 per share, of Merger Sub (the "Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.01 0.01 par valuevalue per share, 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 2 contracts
Samples: Merger Agreement (Verisign Inc/Ca), Merger Agreement (Verisign Inc/Ca)
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 Stockcommon stock, par value $.01 par valueper share, of Merger Sub ("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 Stockcommon stock, par value $.01 par valueper share, 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: Merger Agreement (Consol Inc), Merger Agreement (Rochester & Pittsburgh Coal Co)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, par --------------------------- value $.01 par valueper 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, par value $.01 par valueper share, 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 (Parametric Technology Corp), Agreement and Plan of Reorganization (Computervision Corp /De/)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, $.01 0.001 par valuevalue per share, of Merger Sub (the "Merger Sub Common StockMERGER 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, $.01 0.001 par valuevalue per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership Common Stock immediately prior to the Effective Time shall, as of any such shares shall continue to 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 (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001, 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, $.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 2 contracts
Samples: Merger Agreement (Applied Imaging Corp), Merger Agreement (Coherent Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, par value $.01 par valueper 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 (1) validly issued, fully paid and nonassessable share of Common Stock, par value $.01 par valueper share, 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: Merger Agreement (Mastering Inc), Merger Agreement (Platinum Technology Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock, $.01 par value, of Merger Sub ("Merger Sub Common Stock") 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 Stockcommon stock, $.01 0.001 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: Merger Agreement (Covista Communications Inc), Agreement and Plan of Reorganization (Startec Global Communications Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock") ”), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.001 per share, 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 2 contracts
Samples: Merger Agreement (At&t Inc.), Merger Agreement (Superclick Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon stock, $.01 .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, $.01 par value, 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: Merger Agreement (SP Holding CORP), Merger Agreement (SP Holding CORP)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, $.01 par value, Stock of Merger Sub ("Merger Sub Common Stock") Sub, par value $0.10 per share, that is 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, par value $.01 par value, 0.001 per share 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 Common Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Double Eagle Petroleum Co), Merger Agreement (Petrosearch Energy Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock, $.01 par value, common stock of Merger Sub ("Merger Sub Common Stock") 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, $.01 par value, 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: Merger Agreement (Global Cash Access Holdings, Inc.), Merger Agreement (Cash Systems 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 Stockcommon stock, par value $.01 par value0.01 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 become one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.01 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: Merger Agreement (Clear Channel Communications Inc), Merger Agreement (Amfm 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, Parent Common Stock or capital stock of Merger Sub, each share of Common Stockcommon stock, par value $.01 par value0.01 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 remain outstanding as one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.01 per share, 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: Merger Agreement (Hovnanian Enterprises Inc), Merger Agreement (Hovnanian Enterprises Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.0001 per share, 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: Merger Agreement (Cab-Tive Advertising, Inc.), Merger Agreement (Multi Link Telecommunications 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 or the Company, each share of Common Stockcommon stock, par value $.01 par value0.01 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 become one duly authorized, validly issued, fully paid and nonassessable non-assessable share of Common Stock, $.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 common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Bunge LTD), Merger Agreement (Corn Products International Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, --------------------------- par value $.01 par value0.001 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 represent one validly issued, fully paid and nonassessable share of Common Stock, par value $.01 par value0.001 per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership Common Stock immediately prior to the Effective Time shall, as of any such shares shall the Effective Time, continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Peregrine Systems Inc), Merger Agreement (Remedy Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 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 Stockcommon stock, par value $.01 par value.001 per share, 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: Merger Agreement (Dwango North America Corp), Merger Agreement (Vizacom Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon stock, $.01 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, $.01 par value, 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: Merger Agreement (Copper Mountain Networks Inc), Merger Agreement (Tut Systems Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, $.01 par valuevalue per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.01 par valuevalue per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital 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 2 contracts
Samples: Merger Agreement (Alydaar Software Corp /Nc/), Merger Agreement (Data Systems Network Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.01 per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock outstanding immediately prior to the Effective Time shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Tippingpoint Technologies Inc), Merger Agreement (3com Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon stock, $.01 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, $.01 par valuewithout 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 Each share of Common Stockcommon stock, par --------------------------- value $.01 par value0.001 per share, of Merger Sub (the "Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.01 0.001 par valuevalue per share, 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 2 contracts
Samples: Agreement and Plan of Merger (Broadbase Software Inc), Merger Agreement (Kana Communications Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.01 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, par value $.01 par value0.01 per share, of the Surviving Corporation. Each stock After 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 2 contracts
Samples: Merger Agreement (Cybersource Corp), Merger Agreement (Visa Inc.)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock, $.01 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, $.01 0.001 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Autobytel. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares share of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Acquisition Agreement (Autobytel Inc), Acquisition Agreement (Autobytel Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, par value $.01 par valueper 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 paid, and nonassessable share of Common Stock, par value $.01 par valueper share, 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: Merger Agreement (Phazar Corp), Merger Agreement (Ydi Wireless Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par valueper share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, par value $.01 par valueper share, of the Surviving Corporation. 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: Merger Agreement (Geltex Pharmaceuticals Inc), Merger Agreement (Sunpharm Corporation)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockthe common stock, par value $.01 par value0.001 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 Stockcommon stock, par value $.01 par value0.001 per share, of the Surviving Corporation. Each From 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 common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Allergan Inc), Merger Agreement (Allergan Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock") ”), 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 Stockcommon stock, $.01 0.001 par valuevalue per share, 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 2 contracts
Samples: Merger Agreement (Imanage Inc), Merger Agreement (Interwoven Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.001 per share, 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: Merger Agreement (Cap Gemini Sa), Merger Agreement (Kanbay International Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon stock, $.01 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, $.01 par value, 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: Merger Agreement (Active Voice Corp), Merger Agreement (Cisco Systems Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, $.01 0.001 par valuevalue per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.01 0.0005 par valuevalue per share, 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: Merger Agreement (Triquint Semiconductor Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value --------------------------- $.01 par value0.01 per share, of Merger Sub (the "Merger Sub Common Stock") ), issued and ----------------------- outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.01 0.01 par valuevalue per share, 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 2 contracts
Samples: Merger Agreement (Agfa Corp), Merger Agreement (Cytyc Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock of Merger Sub, $.01 par value, of Merger Sub value per share ("“Merger Sub Common Stock") ”), issued and outstanding immediately prior to the Effective Time shall be converted automatically into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.01 par value, common stock of the Surviving CorporationCorporation at the Effective Time. Each From and after the Effective Time, each stock certificate of Merger Sub evidencing ownership which previously represented shares of any such shares Merger Sub Common Stock shall continue to evidence ownership of such a corresponding number of shares of capital common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Rock-Tenn CO), Merger Agreement (Rock-Tenn CO)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.01 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 Stockcommon stock, par value $.01 par value0.01 per share, 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: Merger Agreement (Moviefone Inc), Merger Agreement (America Online Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon stock, $.01 0.01 par value, of Merger Sub ("Merger Sub Common StockMERGER 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 Stockcommon stock, $.01 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 2 contracts
Samples: Merger Agreement (Adc Telecommunications Inc), Merger Agreement (Adc Telecommunications Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock, par value $.01 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, par value $.01 par value.001 per share, of the Surviving Corporation, and the Surviving Corporation shall become a wholly owned subsidiary of Andrx. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares share of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Mediconsult Com Inc), Merger Agreement (Andrx Corp /De/)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock, $.01 par value, capital 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 three thousand seven hundred eighty-five (3,785) validly issued, fully paid and nonassessable share shares of Common Stock, $.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 Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Pacer Technology), Merger Agreement (Pacer Technology)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon stock, par value $.01 par value0.01 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 Stockcommon stock, par value $.01 par value0.01 per share, 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 2 contracts
Samples: Merger Agreement (Progress Software Corp /Ma), Merger Agreement (Charles River Associates Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common StockMerger Sub’s common stock, par value $.01 par value, of Merger Sub 0.001 ("the “Merger Sub Common Stock") ”), issued and outstanding immediately prior to the Merger Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of Common Stock, $.01 par value, of the Surviving Corporation’s common stock, par value $0.001 per share (the “Surviving Corporation Common Stock”). Each stock Following the Merger 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 the same number of shares of capital stock of the Surviving CorporationCorporation Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Medicinova Inc), Merger Agreement (Avigen Inc \De)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon 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 Stockcommon stock, $.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 2 contracts
Samples: Merger Agreement (Advanced Power Technology Inc), Merger Agreement (Microsemi Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value.001 per share, of Merger Sub (the "Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of Common Stock, par value $.01 par value.0001 per share, of the Surviving Corporation. 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: Merger Agreement (Qiagen Nv), Merger Agreement (Qiagen Nv)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock of Merger Sub, $.01 0.01 par value, of Merger Sub value per share ("“Merger Sub Common Stock") ”), issued and outstanding immediately prior to the Effective Time shall be converted automatically into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.01 par value, Stock of the Surviving CorporationCorporation at the Effective Time. Each From and after the Effective Time, each stock certificate of Merger Sub evidencing ownership which previously represented shares of any such shares Merger Sub Common Stock shall continue to evidence ownership of such a corresponding number of shares of capital stock Common Stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Neff Rental LLC)
Capital Stock of Merger Sub. At the Effective Time, each --------------------------- share of Common Stock, $.01 par value, Stock of Merger Sub Sub, par value $.0001 per share ("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, par value $.01 par value.0001 per share, 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 (Cacheflow Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock, par value $.01 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, par value $.01 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 1 contract
Capital Stock of Merger Sub. At 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 Stockcommon stock, par value $.01 par value0.01 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 become one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, par value $.01 par value0.01 per share, 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.NY/286183.2
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, $.01 par value.001, --------------------------- of Merger Sub (the "Merger Sub Common StockMERGER 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, $.01 par value.001, 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 (Fractal Design Corp)
Capital Stock of Merger Sub. At the Effective Time, each share The one thousand shares of Common Stockcommon 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 1,000 validly issued, fully paid and nonassessable share shares of Common Stockcommon stock, $.01 0.001 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
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of Common Stockcommon stock, par value $.01 par value0.01 per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock outstanding immediately prior to the Effective Time 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, par value $.01 par value0.001 per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be automatically converted into and exchanged for one (1) validly issued, fully paid and nonassessable non-assessable share of Common Stock, $.01 par value, common stock of the Surviving Corporation and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of Merger Sub Common Stock 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 Stockcommon stock, par value $.01 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.001 per share, of the Surviving Corporation. Each stock After 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: Merger Agreement (Intellisync Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock") ”), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.01 0.001 par valuevalue per share, 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
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.01 per share, of Merger Sub (the "Merger Sub Common StockMERGER 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 Stockcommon stock, par value $.01 par value0.01 per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock outstanding immediately prior to the Effective Time 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 share of Common Stockcommon 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, $.01 par value, common stock of the Surviving CorporationCompany, and the Company shall be a wholly owned subsidiary of the Millennium. 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 1 contract
Samples: Merger Agreement (Millennium Capital Venture Holdings Inc)
Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or Parent, each share of Common Stockcommon stock, par value $.01 par value0.0001 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 become one validly issued, (1) fully paid and nonassessable non-assessable share of Common Stockcommon stock, par value $.01 par value0.0001 per share, of the Surviving Corporation. Each stock certificate , so that, at the Effective Time, Parent shall be the holder of Merger Sub evidencing ownership all of any such the issued and outstanding shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation’s common stock.
Appears in 1 contract
Samples: Merger Agreement (Latch, Inc.)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.01 per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.01 par value, common stock of the Surviving CorporationCorporation (the "Surviving Corporation Common Stock"). 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, evidence ownership of such shares of capital stock of the Surviving CorporationCorporation Common Stock.
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 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 Stockcommon stock, $.01 0.025 par valuevalue per share, 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
Capital Stock of Merger Sub. At the Effective Time, each share of --------------------------- Common Stock, $.01 .10 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, $.01 .10 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 (Genesys Telecommunications Laboratories Inc)
Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger, each share of Common Stockcommon stock, par value $.01 par value0.001 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 Stockcommon stock, par value $.01 par value0.001 per share, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares stock shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Actua Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, $.01 0.01 par valuevalue 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, $.01 0.0001 par value, 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 stock Common Stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, $.01 par value, of Merger Sub ("Merger Sub Common Stock") Stock issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchanged for one validly issued, hundred (100) fully paid and nonassessable share shares of Company Common Stock, $.01 par valueand upon the Effective Time of the Merger the Parent shall be the owner, beneficially and of record, of all of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such issued and outstanding shares of capital stock of the Surviving CorporationCompany Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Perma Fix Environmental Services Inc)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon 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 non-assessable share of Common Stockcommon stock, $.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 1 contract
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, par value $.01 par value0.0001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.01 no par valuevalue per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership Common Stock immediately prior to the Effective Time shall, as of any such shares shall continue to the Effective Time, evidence ownership of such an equivalent number of shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, One-Tenth of One Cent ($.01 0.00l) par valuevalue per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, One-Tenth of One Cent ($.01 0.001) par valuevalue per share, 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
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value --------------------------- $.01 par value0.00001 per share, of Merger Sub (the "Merger Sub Common Stock") ), issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.01 0.00001 par valuevalue per share, 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: Merger Agreement (Verisign Inc/Ca)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, par value $.01 par value0.0001, 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 Stockcommon stock, par value $.01 par value0.001, 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 1 contract
Samples: Merger Agreement (Juniper Partners Acquisition Corp.)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 per share, of Merger Sub ("Merger Sub Common Stock") 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 Stockcommon stock, par value $.01 par value0.001 per share, 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 1 contract
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value --------------------------- $.01 par valueper 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, $.01 par value, common stock of the Surviving Corporation. 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 1 contract
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stockcommon stock, par value $.01 par value0.01, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into and exchanged for become one validly issued, fully paid and nonassessable (1) share of common stock of the Surviving Corporation, par value $0.01 (the “Surviving Corporation Common Stock”), $.01 par value, and shall thereafter constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation. Each stock certificate representing shares of Merger Sub evidencing ownership of any such shares Common Stock shall continue after the Effective Time to evidence ownership of represent such shares of capital stock of the Surviving CorporationCorporation Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medicis Pharmaceutical Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock, $.01 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, $.01 0.001 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Autobytel. 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 share of Common Stock, $.01 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, $.01 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 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Geotel Communications Corp)
Capital Stock of Merger Sub. At the Effective Time, each share of Common Stock, $.01 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, $.01 0.01 par value, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Stratagene. 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, $.01 0.01 par valuevalue per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.01 0.01 par valuevalue per share, 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 thereafter evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Insightful Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, $.01 par value, of Merger Sub ("Merger Sub Common Stock") , par value $0.001 per share, that is 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, par value $.01 par value, 0.001 per share 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 Common Stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.001 per share, of the Surviving CorporationCorporation (the “Surviving Corporation Common Stock”). 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 share of capital stock of the Surviving CorporationCorporation Common Stock.
Appears in 1 contract
Samples: Merger Agreement (Vantagemed Corp)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, $.01 par valuevalue US$0.01 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 Stockcommon stock, $.01 par valuevalue US$0.001 per share, of the Surviving Corporation. Each From and after the Effective Time, each stock certificate of the Merger Sub evidencing ownership of any such shares of common stock of the Merger Sub shall continue to evidence the ownership of such shares of capital common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Nice Systems LTD)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stock, $.01 0.001 par valuevalue per share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.01 0.001 par valuevalue per share, 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: Merger Agreement (Sage Inc/Ca)
Capital Stock of Merger Sub. At the Effective Time, each share --------------------------- of Common Stock, $.01 .0001 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, $.01 .001 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 (Qualix Group Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par valueper share, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, $.01 par valuevalue per share, 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: Merger Agreement (E Trade Group Inc)
Capital Stock of Merger Sub. At the Effective Time, each Each share of Common Stockcommon stock, par value $.01 par value0.0001 per share, of Merger Sub ("the “Merger Sub Common Stock"”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $.01 par value0.0001 per share, of the Surviving Corporation. Each stock certificate evidencing ownership of shares of Merger Sub evidencing ownership of any such shares Common Stock outstanding immediately prior to the Effective Time shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.
Appears in 1 contract
