Capital Stock of Merger Subsidiary. Each issued and outstanding share of Common Stock, $0.01 par value per share, of Merger Subsidiary ("Merger Subsidiary Common Stock") (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), shall be converted into one fully paid and nonassessable share of Common Stock, $5 par value, of the Surviving Corporation.
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Samples: Merger Agreement (Consolidated Edison Co of New York Inc), Merger Agreement (Orange & Rockland Utilities Inc)
Capital Stock of Merger Subsidiary. Each issued and outstanding share of Common Stock, $0.01 par value per share, of Merger Subsidiary ("Merger Subsidiary Common Stock") (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), Stock shall be converted into and become one fully paid and nonassessable share of Common Stockcommon stock, par value $5 par value0.01 per share, of the Surviving Corporation and shall be the only issued and outstanding capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock shall be deemed for all purposes to evidence ownership of, and to represent the same number of shares of common stock of, the Surviving Corporation.
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Samples: Merger Agreement (Ssa Global Technologies, Inc), Merger Agreement (Magellan Holdings, Inc.)
Capital Stock of Merger Subsidiary. Each issued and outstanding share of Common Stock, $0.01 par value per share, of Merger Subsidiary ("Merger Subsidiary Common Stock") (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), Stock shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall be the only issued and outstanding capital stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Subsidiary Common Stock, $5 par value, Stock shall be deemed for all purposes to evidence ownership and to represent the same number of shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Ssa Global Technologies, Inc), Merger Agreement (E Piphany Inc)
Capital Stock of Merger Subsidiary. Each issued and outstanding share of Common Stockthe common stock, $0.01 .001 par value per sharevalue, of Merger Subsidiary ("“Merger Subsidiary Common Stock"”) (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), shall be converted into and become one fully paid and nonassessable share of Common Stockcommon stock, par value $5 par value.001 per share, of the Surviving CorporationCorporation (“Surviving Corporation Common Stock”). Each certificate representing outstanding shares of Merger Subsidiary Common Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock.
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Samples: Agreement and Plan of Merger (JMG Exploration, Inc.)
Capital Stock of Merger Subsidiary. Each issued and outstanding share of Common Stockcommon stock, $0.01 par value $1.00 per share, of Merger Subsidiary ("Merger Subsidiary Common Stock") (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling outstanding immediately prior to the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), Effective Time shall be converted into and become one fully paid and nonassessable share of Common Stockcommon stock, par value $5 par value.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Cellular Communications of Puerto Rico Inc /De/)
Capital Stock of Merger Subsidiary. Each issued and outstanding out standing share of Common Stock, $0.01 par value per share, the capital stock of Merger Subsidiary ("Merger Subsidiary Common Stock") (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), shall be converted into and become one fully paid and nonassessable share of Common Stockcommon stock, par value $5 par value.01 per share, of the Surviving Corporation.
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Capital Stock of Merger Subsidiary. Each share of common stock of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of Common Stockcommon stock, $0.01 par value $0.0001 per share, of Merger Subsidiary ("Merger Subsidiary Common Stock") (the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), shall be converted into one fully paid and nonassessable share of Common Stock, $5 par value, capital stock of the Surviving Corporation.
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Capital Stock of Merger Subsidiary. Each issued and outstanding share of Common Stock, $0.01 par value per share, of Merger Subsidiary ("" Merger Subsidiary Common Stock") (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), shall be converted into one fully paid and nonassessable share of Common Stock, $5 par value, of the Surviving Corporation.
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Capital Stock of Merger Subsidiary. Each issued and outstanding share of Common Stockthe common stock, $0.01 no par value per sharevalue, of Merger Subsidiary ("“Merger Subsidiary Common Stock"”) (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), shall be converted into and become one fully paid and nonassessable share of Common Stockcommon stock, par value $5 par value.001 per share, of the Surviving CorporationCorporation (“Surviving Corporation Common Stock”). Each certificate representing outstanding shares of Merger Subsidiary Common Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock.
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Capital Stock of Merger Subsidiary. Each issued and outstanding share of Common Stock, $0.01 par value per share, the capital stock of Merger Subsidiary ("Merger Subsidiary Common Stock") (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), shall be converted into and become one fully paid and nonassessable share of Common Stockcommon stock, par value $5 par value.01 per share, of the Surviving Corporation.
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Capital Stock of Merger Subsidiary. Each issued and outstanding share of Common Stockcommon stock, $0.01 no par value per sharevalue, of Merger Subsidiary ("Merger Subsidiary Common Stock") (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), Sub shall be converted into and become one fully paid and nonassessable share of Class A Common Stock, par value $5 par value.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (New World Communications Group Inc)
Capital Stock of Merger Subsidiary. Each issued and outstanding share of Common Stockcommon stock, $0.01 par value $.01 per share, of Merger Subsidiary ("Merger Subsidiary Common Stock") (of which, as of the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), Sub shall be converted into and become one fully paid and nonassessable share of Common Stockcommon stock, par value $5 par value.01 per share, of the Surviving Corporation.
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Capital Stock of Merger Subsidiary. Each share of common stock of Merger Subsidiary issued and outstanding share of Common Stock, $0.01 par value per share, of Merger Subsidiary ("Merger Subsidiary Common Stock") (of which, as of immediately prior to the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), Effective Time shall be converted into and become one fully paid and nonassessable share of Common Stockcommon stock of the Surviving Corporation with the same rights, $5 par value, powers and privileges as the Shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (PCS Holding Corp)
Capital Stock of Merger Subsidiary. Each share of common stock of Merger Subsidiary issued and outstanding share of Common Stock, $0.01 par value per share, of Merger Subsidiary ("Merger Subsidiary Common Stock") (of which, as of immediately prior to the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), Effective Time shall be converted into and become one fully paid and nonassessable share of Common Stockcommon stock, par value $5 par value0.01, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Clientlogic Corp)
Capital Stock of Merger Subsidiary. Each share of common stock of Merger Subsidiary issued and outstanding share of Common Stock, $0.01 par value per share, of Merger Subsidiary ("Merger Subsidiary Common Stock") (of which, as of immediately prior to the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), Effective Time shall be converted into and become one fully paid and nonassessable non-assessable share of Common Stockcommon stock, par value $5 par value0.01, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall consti tute the only outstanding shares of capital stock of the Surviving Corporation.
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Capital Stock of Merger Subsidiary. Each share of common stock of Merger Subsidiary issued and outstanding share of Common Stock, $0.01 par value per share, of Merger Subsidiary ("Merger Subsidiary Common Stock") (of which, as of immediately prior to the date hereof, 1,000 shares are issued and outstanding, each entitling the holder thereof to vote on the approval of this Agreement and the transactions contemplated hereby), Effective Time shall be converted into and become one fully paid and nonassessable non-assessable share of Common Stockcommon stock, par value $5 par value0.01, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
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