Common use of Capital Stock of Newco Clause in Contracts

Capital Stock of Newco. Each share of capital stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock of the surviving Company.

Appears in 3 contracts

Samples: Merger Agreement (Eos International Inc), Merger Agreement (Base Ten Systems Inc), Agreement and Plan of Merger (Base Ten Systems Inc)

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Capital Stock of Newco. Each share of capital stock of Newco Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock of the surviving CompanySurviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Search Capital Group Inc), Merger Agreement (MS Financial Inc)

Capital Stock of Newco. Each share of capital common stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $.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 CompanySurviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Precision Response Corp), Merger Agreement (Usa Networks Inc)

Capital Stock of Newco. Each issued and outstanding share of the capital stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share shares of common stock stock, no par value, of the surviving CompanySurviving Corporation.

Appears in 1 contract

Samples: Investment Agreement (Groundwater Technology Inc)

Capital Stock of Newco. Each share of capital common stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the surviving CompanySurviving Corporation.

Appears in 1 contract

Samples: Acquisition Agreement (Vital Images Inc)

Capital Stock of Newco. Each issued and outstanding share of the capital stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock Common Stock, no par value, of the surviving CompanySurviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Internet Security Systems Inc/Ga)

Capital Stock of Newco. Each issued and outstanding share of capital stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one fully paid and nonassessable share of common stock of the surviving CompanySurviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Spectrasite Holdings Inc)

Capital Stock of Newco. Each share of capital stock common stock, par value $0.0001 per share, of Newco issued and that is outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock Common Stock of the surviving CompanySurviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Mavenir Systems Inc)

Capital Stock of Newco. Each share All shares of capital stock of Newco Newco's common stock, par value $.01 per share, issued and outstanding immediately prior to the Effective Time shall be converted into one and exchanged for an aggregate number of validly issued, fully paid and nonassessable share shares of common stock Common Stock of the surviving CompanyCompany equal to the quotient obtained by dividing $69,375,000 by the Per Share Merger Consideration.

Appears in 1 contract

Samples: Recapitalization Agreement (Eye Care Centers of America Inc)

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Capital Stock of Newco. Each share of capital stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock of the surviving Surviving Company.

Appears in 1 contract

Samples: Merger Agreement (Techsys Inc)

Capital Stock of Newco. Each issued and outstanding share of the ----------------------- capital stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock stock, par value $0.0001 per share, of the surviving CompanySurviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Concurrent Computer Corp/De)

Capital Stock of Newco. Each share of capital stock of Newco issued and outstanding immediately prior to share of common stock, no par value, of Newco shall, by virtue of the Effective Time shall Merger and without any action on the part of Newco or OHF, be converted into one fully paid and nonassessable share of common stock stock, no par value, of the surviving CompanySurviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Oak Hill Financial Inc)

Capital Stock of Newco. Each share of capital stock Common Stock, par value ---------------------- $0.01 per share, of Newco issued and outstanding immediately prior to the Effective Time Date shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock, par value $0.01 per share, of the surviving CompanySurviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Computone Corporation)

Capital Stock of Newco. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Newco or the Company, each share of capital stock of Newco Common Stock, issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock Common Stock of the surviving CompanySurviving Corporation. Each stock certificate evidencing ownership of any such shares of Newco Common Stock shall thereafter evidence ownership of an equivalent number of shares of Common Stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Coachmen Industries Inc)

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