Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 29 contracts
Samples: Agreement and Plan of Merger (Unilever N V), Agreement and Plan of Merger (Alberto-Culver CO), Agreement and Plan of Merger (Valassis Communications Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 27 contracts
Samples: Agreement and Plan of Merger (Accelrys, Inc.), Agreement and Plan of Merger (Cambridge Display Technology, Inc.), Agreement and Plan of Merger (CFC International Inc)
Capital Stock of Sub. Each issued and outstanding share of capital common stock of Sub Sub, par value $0.01 per share, shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Orbital Atk, Inc.), Agreement and Plan of Merger (Northrop Grumman Corp /De/), Agreement and Plan of Merger (Merge Healthcare Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Restaurant Brands International Inc.), Agreement and Plan of Merger (Popeyes Louisiana Kitchen, Inc.), Agreement and Plan of Merger (Teleflex Medical Inc)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (West Coast Entertainment Corp), Voting Agreement (Transition Systems Inc), Agreement and Plan of Reorganization (Finisar Corp)
Capital Stock of Sub. Each issued and outstanding share of capital common stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Clark Inc), Agreement and Plan of Merger (Rexam Acquisition Subsidiary Inc), Agreement and Plan of Merger (Crossworlds Software Inc)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub shall will be converted into and become the right to receive one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, the capital stock of the Surviving Corporation.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Best Care Inc), Agreement and Plan of Merger (LogSearch, Inc.), Agreement and Plan of Merger (China Us Bridge Capital Ltd.)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Circon Corp), Agreement and Plan of Merger (Endogen Inc), Agreement and Plan of Merger (Lucent Technologies Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Genovese Drug Stores Inc), Agreement and Plan of Merger (Del Laboratories Inc), Agreement and Plan of Merger (Whirlpool Corp /De/)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, without par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Boston Scientific Corp)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Tejas Inc), Agreement and Plan of Merger (24/7 Media Inc), Agreement and Plan of Merger (Exactis Com Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Landauer Inc), Agreement and Plan of Merger (West Marine Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Symantec Corp), Confidentiality Agreement (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Santa Fe Pacific Gold Corp), Letter Agreement (Homestake Mining Co /De/), Agreement and Plan of Merger (Railtex Inc)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cooperative Computing Inc /De/), Agreement and Plan of Merger (Triad Systems Corp), Agreement and Plan of Merger (Hadco Acquisition Corp Ii)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (PMC Sierra Inc), Agreement and Plan of Merger (Speedway Motorsports Inc), Agreement and Plan of Merger (CF Industries Holdings, Inc.)
Capital Stock of Sub. Each issued and outstanding share of capital common stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Retek Inc), Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Ruby Merger Corp.)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (DR Pepper Bottling Company of Texas), Agreement and Plan of Merger (Ero Marketing Inc), Agreement and Plan of Merger (Ero Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (Click Commerce Inc), Agreement and Plan of Merger (Usx Corp)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, $0.001 par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Maxygen Inc), Agreement and Plan of Merger and Reorganization (Deltagen Inc), Agreement and Plan of Merger and Reorganization (Deltagen Inc)
Capital Stock of Sub. Each issued and outstanding share of capital common stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockMerger Sub, par value $0.01 per share, that is 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 Corporation.
Appears in 4 contracts
Samples: Document Agreement and Plan of Merger (Information Resources Inc), Document Agreement and Plan of Merger (Information Resources Inc), Agreement and Plan of Merger (Information Resources Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock the common stock, par value $.01 per share, of Sub ("Sub Common Stock") shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock"). Each certificate representing outstanding shares of Sub Common Stock shall at the Effective Time represent an equal number of outstanding shares of Surviving Corporation Common Stock.
Appears in 4 contracts
Samples: Merger Agreement (Corel Corp), Merger Agreement (Inprise Corp), Merger Agreement (Corel Corp)
Capital Stock of Sub. Each issued and outstanding share of the -------------------- capital stock of Sub shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Iprint Com Inc), Agreement and Plan of Reorganization (Farros Royal), Agreement and Plan of Reorganization (Iprint Com Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock common stock, par value $0.0001 per share, of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Hc2 Holdings, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Red Hat Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Hadco Corp), Agreement and Plan of Merger (Irvine Horace H Ii), Agreement and Plan of Reorganization (Powertel Inc /De/)
Capital Stock of Sub. Each issued and outstanding share of capital common stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (American Water Works Company, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (American Water Works Co Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Black Knight, Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Edmark Corp), Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Software Artistry Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Gaylord Entertainment Co)
Capital Stock of Sub. Each issued and outstanding share of --------------------- capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share shares of common stockCommon Stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Conopco Acquisition Co Inc), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, without par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Authentec Inc), Agreement and Plan of Merger (Ikon Office Solutions Inc), Agreement and Plan of Merger (Amtran Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .10 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (Graphic Industries Inc)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Finisar Corp), Agreement and Plan (Stratos Lightwave Inc), Agreement and Plan of Reorganization (Ess Technology Inc)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, $.001 par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (U S Robotics Corp/De/), Agreement and Plan of Reorganization (Insweb Corp), Immersion Corp
Capital Stock of Sub. Each issued and outstanding share of capital stock the common stock, par value $.01 per share, of Sub ("Sub Common Stock") shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock"). Each certificate representing outstanding shares of Sub Common Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ahi Healthcare Systems Inc), Agreement and Plan of Merger (Fpa Medical Management Inc), Agreement and Plan of Merger (Newmedia Spark PLC)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Smith & Nephew PLC), Agreement and Plan of Merger (Osiris Therapeutics, Inc.), Agreement and Plan of Merger (Inhibitex, Inc.)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub shall issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Res Acquisition Corp), Agreement and Plan of Merger (Republic Engineered Steels Inc), Agreement and Plan of Merger (Republic Engineered Steels Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $.01 par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Dekalb Genetics Corp), Agreement and Plan of Merger (Monsanto Co)
Capital Stock of Sub. Each issued and outstanding share of -------------------- capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Three Rivers Acquisition Corp), Agreement and Plan of Merger (Micron Technology Inc), Agreement and Plan of Merger (Netframe Systems Inc)
Capital Stock of Sub. Each issued and outstanding share of the -------------------- capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, $.001 par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Borland International Inc /De/), Agreement and Plan of Merger (Borland International Inc /De/)
Capital Stock of Sub. Each share of common stock, no par value per share, of Sub issued and outstanding share of capital stock of Sub immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ashland Inc.), Agreement and Plan of Merger (Hercules Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, (1) fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sport Supply Group, Inc.), Agreement and Plan of Merger (Sage Parent Company, Inc.)
Capital Stock of Sub. Each issued and outstanding share of -------------------- the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Planar Systems Inc), Agreement and Plan of Merger (Viking Office Products Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock common stock, $.01 par value, of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $.01 par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Camco International Inc), Agreement and Plan of Merger (Camco International Inc)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RCN Corp /De/), Agreement and Plan of Merger (21st Century Telecom Group Inc)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, $0.01 par value $0.01 per share, of the Surviving Continuing Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corvas International Inc), Agreement and Plan of Merger (Dendreon Corp)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share0.001, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Finisar Corp), Agreement and Plan of Reorganization (Finisar Corp)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, 600,000 fully paid and nonassessable share shares of common stockCommon Stock, par value $0.01 1.00 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alexander & Alexander Services Inc), Agreement and Plan of Merger (Aon Corp)
Capital Stock of Sub. Each issued and outstanding share of capital stock common stock, par value $0.001 per share, of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HashiCorp, Inc.), Agreement and Plan of Merger and Reorganization (Wright Medical Group Inc)
Capital Stock of Sub. Each issued and outstanding share of -------------------- capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mandaric Milan), Agreement and Plan of Merger (Hotjobs Com LTD)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Class B Common Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oshkosh B Gosh Inc), Agreement and Plan of Merger (Carters Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share shares of common stockCommon Stock, $1.00 par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kysor Industrial Corp /Mi/), Agreement and Plan of Merger (Scotsman Industries Inc)
Capital Stock of Sub. Each issued and outstanding share of -------------------- capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Network Services), Agreement and Plan of Merger (Razorfish Inc)
Capital Stock of Sub. Each issued and outstanding share of -------------------- capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, $.001 par value $0.01 per sharevalue, of the Surviving Corporation. Each stock certificate of 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 (Ticketmaster Online Citysearch Inc), Agreement and Plan of Reorganization (Citysearch Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shutterfly Inc), Agreement and Plan (Zenex Telecom Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verasun Energy Corp), Agreement and Plan of Merger (US BioEnergy CORP)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Travelnowcom Inc), Agreement and Plan of Merger (Hotel Reservations Network Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (West Corp), Agreement and Plan of Merger (Hansen Medical Inc)
Capital Stock of Sub. Each issued and outstanding share of capital common ----------------------- stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Guidant Corp), Agreement and Plan of Merger (Incontrol Inc)
Capital Stock of Sub. Each issued and outstanding share of capital common stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable non assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ual Corp /De/), Agreement and Plan of Merger (Ual Corp /De/)
Capital Stock of Sub. Each issued and outstanding share of capital stock the common stock, $0.001 par value per share, of Sub (“Sub Common Stock”) shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.001 par value $0.01 per share, of the Surviving CorporationCorporation (“Surviving Corporation Common Stock”). Each certificate representing outstanding shares of Sub Common Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Canfield Medical Supply, Inc.), Agreement and Plan of Merger (Canfield Medical Supply, Inc.)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, 5,000 fully paid and nonassessable share non- assessable shares of common stock, no par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aquent Inc), Agreement and Plan of Merger (Renaissance Worldwide Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock the common stock, par value $0.01 per share, of Sub ("Sub Common Stock") shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock"). Each certificate representing outstanding shares of Sub Common Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Food Lion Inc), Agreement and Plan of Merger (Kash N Karry Food Stores Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation (“Sub Common Stock”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cyan Inc), Agreement and Plan of Merger (Ciena Corp)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chase Venture Capital Associates L P), Agreement and Plan of Merger (Johnson & Johnson)
Capital Stock of Sub. Each Subject to Section 2.7(b) below, each issued and outstanding share of the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 1.00 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 2 contracts
Samples: Agreement and Plan (Emersub Lxxiv Inc), Agreement and Plan of Merger (Daniel Industries Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interwave Communications International LTD), Agreement and Plan of Merger (Conor Medsystems Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, 1000 fully paid and nonassessable share shares of common stockCommon Stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peak Technologies Group Inc), Kirkwood Acquisition Corp
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Photon Dynamics Inc), Agreement and Plan of Merger (Thompson Creek Metals CO Inc.)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neodata Services Inc), Agreement and Plan of Merger (Foamex Capital Corp)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, 1,000 fully paid and nonassessable share shares of common stockCommon Stock, par value $0.01 .001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Purdue Acquisition Corp), Agreement and Plan of Merger (Cocensys Inc)
Capital Stock of Sub. Each issued and outstanding share of --------------------- capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diatide Inc), Agreement and Plan of Merger (Schering Berlin Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mellanox Technologies, Ltd.), Agreement and Plan of Merger (Ezchip Semiconductor LTD)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/), Agreement and Plan of Merger (Nv Energy, Inc.)
Capital Stock of Sub. Each The theretofore issued and outstanding share shares of capital stock Capital Stock of Sub shall be converted will convert into and become one 1,000 validly issued, fully paid and nonassessable share shares of common stock, par value $0.01 per share, of the Surviving Corporation.New Common Stock;
Appears in 2 contracts
Samples: Stockholders Agreement (Esenjay Exploration Inc), Agreement (Santos Americas & Europe Corp)
Capital Stock of Sub. Each issued and outstanding share of capital common stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kenexa Corp), Agreement and Plan of Merger (Corio Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share shares of common stockCommon Stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gidwitz Ronald J), Agreement and Plan of Merger (Tyco International LTD)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of Capital Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Emergency Medical Services CORP)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stant Corp), Agreement and Plan of Merger (Tomkins PLC)
Capital Stock of Sub. Each issued and outstanding share of capital stock the common stock, par value $.001 per share, of Sub (“Sub Common Stock”) shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .001 per share, of the Surviving CorporationCorporation (“Surviving Corporation Common Stock”). Each certificate representing outstanding shares of Sub Common Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cellteck Inc.), Agreement and Plan of Merger (Cascade Technologies Corp)
Capital Stock of Sub. Each 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 Sub, each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hi/Fn Inc), Agreement and Plan of Merger (Exar Corp)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 1.00 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lucent Technologies Inc), Agreement and Plan of Merger (Octel Communications Corp)
Capital Stock of Sub. Each issued and outstanding share of capital stock the common stock, par value US$0.001 per share, of Sub (“Sub Common Stock”) shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 US$0.001 per share, of the Surviving CorporationCorporation (“Surviving Corporation Common Stock”). Each certificate representing outstanding shares of Sub Common Stock shall, without further action by the holder thereof at the Effective Time represent shares of Surviving Corporation Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Progen Pharmaceuticals LTD), Agreement and Plan of Merger (Progen Pharmaceuticals LTD)
Capital Stock of Sub. Each issued and outstanding share of --------------------- capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Rights Agreement (Union Texas Petroleum Holdings Inc), Rights Agreement (Atlantic Richfield Co /De)
Capital Stock of Sub. Each issued and outstanding share of capital stock the common stock, par value $.01 per share, of Sub ("Sub Common Stock") shall be converted into and become one validly issued, (1) fully paid and nonassessable share of common stock, without par value $0.01 per sharevalue, of the Surviving CorporationCorporation ("Surviving Corporation Common Stock"). Each certificate representing outstanding shares of Sub Common Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PHH Corp), Agreement and Plan of Merger (HFS Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imagex Com Inc), Agreement and Plan of Merger (Lucent Technologies Inc)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 US$.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northwestern Corp), Agreement and Plan of Merger (Northwestern Corp)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation (“Surviving Common Stock”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (British American Tobacco p.l.c.), Agreement and Plan of Merger (Reynolds American Inc)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (El Paso Energy Corp/De), Agreement and Plan of Merger (Crystal Gas Storage Inc)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .02 per share, of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U S Intec Inc), Agreement and Plan of Merger (G I Holdings Inc)
Capital Stock of Sub. Each issued and outstanding share of the capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per sharepar value, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Hearme), Employment Agreement (Comdial Corp)
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Lmi Aerospace Inc)
Capital Stock of Sub. Each issued and outstanding share of capital the common stock of Sub shall be converted into and become one validly issued, 10,000 fully paid and nonassessable share shares of common stock, par value $0.01 per share, of the Surviving Corporation.. (b)
Appears in 2 contracts
Samples: Execution Copy Agreement and Plan of Merger (Drilex International Inc), Conformed Copy Agreement and Plan of Merger (Baker Hughes Inc)
Capital Stock of Sub. Each issued and outstanding share of capital common stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving CorporationCorporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately after the Effective Time.
Appears in 1 contract
Capital Stock of Sub. Each issued and outstanding share of capital the common stock of Sub ("Sub Common Stock") shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CorporationCorporation ("Surviving Corporation Common Stock").
Appears in 1 contract
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.50 per share, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Sub. Each issued and outstanding out standing share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation ("Surviving Corporation Common Stock") and all such shares together will constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Capital Stock of Sub. Each issued and outstanding share of the capital -------------------- stock of Sub SUB shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $.0001 par value $0.01 per share, of the Surviving Corporation, which shares shall be the only shares of capital stock of the Surviving Corporation outstanding immediately following such conversion.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Innovasive Devices Inc)
