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: Merger Agreement (Unilever N V), Merger Agreement (Alberto-Culver CO), Merger Agreement (Mentor Corp /Mn/)
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: Merger Agreement (Accelrys, Inc.), Merger Agreement (Fresenius Medical Care Corp), Merger Agreement (United Defense Industries 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: Merger Agreement (Northrop Grumman Corp /De/), Merger Agreement (Orbital Atk, Inc.), Merger Agreement (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: Merger Agreement (Restaurant Brands International Inc.), Merger Agreement (Popeyes Louisiana Kitchen, Inc.), Merger Agreement (Teleflex Medical 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 13 contracts
Samples: Merger Agreement (Circon Corp), Merger Agreement (Corange LTD), Agreement and Plan of Merger (Endogen 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: Merger Agreement (Bettis Corp /De/), Merger Agreement (Learning Co Inc), Merger Agreement (Broderbund Software 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 per share, stock of the Surviving Corporation.
Appears in 13 contracts
Samples: Merger Agreement (Clark Inc), Agreement and Plan of Merger (Incontrol Inc), Agreement and Plan of Merger (Rexam Acquisition Subsidiary 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: Merger Agreement (LogSearch, Inc.), Merger Agreement (China Us Bridge Capital Ltd.), Merger Agreement (Supreme Realty Investments, 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: Merger Agreement (Genovese Drug Stores Inc), Merger Agreement (Del Laboratories Inc), Merger Agreement (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: Merger Agreement (Boston Scientific Corp), Merger Agreement (Boston Scientific Corp), Agreement and Plan of Merger (Johnson & Johnson)
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: Merger Agreement, Merger Agreement (Landauer Inc), Merger Agreement (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 stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Merger Agreement (24/7 Media Inc), Merger Agreement (Tejas Inc), Merger Agreement (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 .01 per share, of the Surviving Corporation.
Appears in 6 contracts
Samples: Merger Agreement (PMC Sierra Inc), Merger Agreement (Speedway Motorsports Inc), Merger Agreement (International Speedway 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 6 contracts
Samples: Merger Agreement (Ruby Merger Corp.), Merger Agreement (Ruby Merger Corp.), Merger Agreement (Retek 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 per share, of the Surviving Corporation.
Appears in 6 contracts
Samples: Merger Agreement (Railamerica Inc /De), Merger Agreement (Santa Fe Pacific Gold Corp), Merger Agreement (Santa Fe Pacific Gold 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 0.001 per share, of the Surviving Corporation.
Appears in 6 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Quarterdeck Corp), Merger Agreement (Quarterdeck 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 .01 per share, of the Surviving Corporation.
Appears in 6 contracts
Samples: Merger Agreement (Triad Systems Corp), Merger Agreement (Cooperative Computing Inc /De/), Merger Agreement (Continental Circuits 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 0.001 per share, of the Surviving Corporation.
Appears in 5 contracts
Samples: Merger Agreement (Illinois Tool Works Inc), Merger Agreement (Click Commerce Inc), Merger Agreement (Usx 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: Merger Agreement (Ero Inc), Agreement and Plan of Merger (Hc Acquisition Corp), Merger Agreement (DR Pepper Bottling Company of Texas)
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: Merger Agreement (Deltagen Inc), Merger Agreement (Deltagen Inc), Merger Agreement (Maxygen 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 5 contracts
Samples: Agreement and Plan of Reorganization (Immersion Corp), Agreement and Plan of Reorganization (Haber George T), Agreement and Plan of Reorganization (Cismas Sorin C)
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: Merger Agreement (Hc2 Holdings, Inc.), Merger Agreement, Merger Agreement (International Business Machines 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 outstanding shares of Surviving Corporation Common Stock.
Appears in 4 contracts
Samples: Merger Agreement (Corel Corp), Merger Agreement (Corel Corp), Merger Agreement (Inprise 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 0.0001 per share, of the Surviving Corporation.
Appears in 4 contracts
Samples: Merger Agreement (Black Knight, Inc.), Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.)
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 (Farros Royal), Agreement and Plan of Reorganization (Iprint Com Inc), Agreement and Plan of Reorganization (Information Technology Ventures Lp/Ca)
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: Merger Agreement (Information Resources Inc), Merger Agreement (Information Resources Inc), Merger Agreement (Information Resources 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: Merger Agreement (Irvine Horace H Ii), Merger Agreement (Hadco Corp), 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: Merger Agreement (American Water Works Company, Inc.), Merger Agreement, Merger Agreement (American Water Works Co 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: Merger Agreement (Compuware Corporation), Merger Agreement (Edmark Corp), Merger Agreement (International Business Machines 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 .10 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Graphic Industries Inc), Merger Agreement (Wallace Computer Services Inc), Agreement and Plan of Merger (Wallace Computer Services 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 of Reorganization (Ess Technology Inc), Agreement and Plan of Reorganization (Stratos Lightwave 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, without par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Authentec Inc), Merger Agreement (Ikon Office Solutions Inc), Merger Agreement (Amtran 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 0.001 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Smith & Nephew PLC), Merger Agreement (Osiris Therapeutics, Inc.), Merger Agreement (Inhibitex, 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 3 contracts
Samples: Merger Agreement (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Conopco Acquisition Co Inc), Merger Agreement (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, $.01 par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Monsanto Co), Merger Agreement (Monsanto Co), Merger Agreement (Dekalb Genetics 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 .01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Westinghouse Electric Corp), Merger Agreement (Westinghouse Electric Corp), Merger Agreement (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 of common stockCommon Stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Micron Technology Inc), Merger Agreement (Netframe Systems Inc), Agreement and Plan of Merger (Three Rivers Acquisition Corp)
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: Merger Agreement (Republic Engineered Steels Inc), Merger Agreement (Res Acquisition Corp), Merger Agreement (Republic Engineered Steels 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 shares of Surviving Corporation Common Stock.
Appears in 3 contracts
Samples: Merger Agreement (Fpa Medical Management Inc), Merger Agreement (Newmedia Spark PLC), Merger Agreement (Ahi Healthcare 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: Merger Agreement (Borland International Inc /De/), Merger Agreement (Borland International 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, $1.00 par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (VWR Scientific Products Corp), Merger Agreement (Em Laboratories 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: Merger Agreement (Gidwitz Ronald J), Agreement and Plan of Merger (Tyco International LTD)
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: Merger Agreement (Sport Supply Group, Inc.), Merger Agreement (Sage Parent Company, 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 and shall constitute the only outstanding shares of Capital Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (CD&R Associates VIII, Ltd.), Merger Agreement (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 stock, no par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (21st Century Telecom Group Inc), Merger Agreement (RCN 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, par value $0.01 0.001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Conor Medsystems Inc), Merger Agreement (Interwave Communications International 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 1.00 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Lucent Technologies Inc), Merger Agreement (Octel Communications 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 stock, par value $0.01 1.00 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Crystal Gas Storage Inc), Merger Agreement (El Paso Energy Corp/De)
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: Merger Agreement (Viking Office Products Inc), Merger Agreement (Planar Systems 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 .001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Chase Venture Capital Associates L P)
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: Merger Agreement (Tomkins PLC), Merger Agreement (Stant 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 .02 per share, of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Merger Agreement (G I Holdings Inc), Merger Agreement (U S Intec 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: Merger Agreement (Shutterfly Inc), Agreement and Plan of Split Off and Merger (Zenex Telecom 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: Merger Agreement (Hotel Reservations Network Inc), Merger Agreement (Travelnowcom 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: Merger Agreement (Kysor Industrial Corp /Mi/), Merger Agreement (Scotsman Industries Inc)
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: Merger Agreement (Daniel Industries Inc), Merger Agreement (Emersub Lxxiv 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: Merger Agreement (Mellanox Technologies, Ltd.), Merger Agreement (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 stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (US BioEnergy CORP), Merger Agreement (Verasun Energy Corp)
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: Merger Agreement (Cellteck Inc.), Merger Agreement (Cascade Technologies 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, (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: Merger Agreement (PHH Corp), Merger Agreement (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, no par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Thompson Creek Metals CO Inc.), Merger Agreement (Photon Dynamics 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 share0.001, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (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, 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 (Atlantic Richfield Co /De), Merger Agreement (Union Texas Petroleum Holdings 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, Class B Common Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Carters Inc), Merger Agreement (Oshkosh B Gosh 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: Merger Agreement (West Corp), Merger Agreement (Hansen Medical 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: Merger Agreement (Cyan Inc), Merger Agreement (Ciena 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 stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Revco D S Inc), Agreement and Plan of Merger (Tesoro Petroleum Corp /New/)
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: Merger Agreement (Kash N Karry Food Stores Inc), Merger Agreement (Food Lion 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: Merger Agreement (Guidant Corp), Merger Agreement (Incontrol Inc)
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: Promissory Note Conversion Agreement (Canfield Medical Supply, Inc.), Merger Agreement (Canfield Medical Supply, 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 2 contracts
Samples: Merger Agreement (Kenexa Corp), Merger Agreement (Corio Inc)
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: Merger Agreement (Progen Pharmaceuticals LTD), Merger Agreement (Progen Pharmaceuticals LTD)
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: Merger Agreement (Ashland Inc.), Merger Agreement (Hercules 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: Merger Agreement (Ual Corp /De/), Merger Agreement (Ual 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, par value $0.01 1.00 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Diatide Inc), Merger Agreement (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, 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: Merger Agreement (Alexander & Alexander Services Inc), Agreement and Plan of Merger (Aon 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: Merger Agreement (Foamex Capital Corp), Merger Agreement (Neodata Services 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: Merger Agreement (Aquent Inc), Merger Agreement (Renaissance Worldwide 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), Merger Agreement (Comdial Corp)
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: Merger Agreement (Midamerican Energy Holdings Co /New/), Merger Agreement (Nv Energy, Inc.)
Capital Stock of Sub. Each issued and outstanding share of capital stock the common stock, no 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, no par 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: Merger Agreement (NuGene International, Inc.), Merger Agreement (Bling Marketing, 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: Merger Agreement (Razorfish Inc), Merger Agreement (International Network Services)
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: Merger Agreement (HashiCorp, Inc.), Merger Agreement (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, 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: Merger Agreement (Cocensys Inc), Merger Agreement (Purdue Acquisition Corp)
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.
Appears in 2 contracts
Samples: Merger Agreement (Drilex International Inc), Merger Agreement (Baker Hughes 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: Merger Agreement (Camco International Inc), Merger Agreement (Camco International 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: Merger Agreement (Hotjobs Com LTD), Merger Agreement (Mandaric Milan)
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: Merger Agreement (Peak Technologies Group Inc), Merger Agreement (Kirkwood Acquisition 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: Merger Agreement (British American Tobacco p.l.c.), Merger Agreement (Reynolds American 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 and shall constitute the only outstanding shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Lmi Aerospace 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: Merger Agreement (Northwestern Corp), Merger Agreement (Northwestern 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 .01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Imagex Com Inc), Merger Agreement (Lucent Technologies 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: Merger Agreement (Santos Americas & Europe Corp), Merger Agreement (Esenjay Exploration 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: Merger Agreement (Corvas International Inc), Merger Agreement (Dendreon Corp)
Capital Stock of Sub. Each issued and outstanding share of capital stock common stock, par value $0.01 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 per share, 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, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Thermatrix 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 1 contract
Samples: Merger Agreement (Sequent Computer Systems Inc /Or/)
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 stockCommon Stock, $0.001 par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Corvis Corp)
Capital Stock of Sub. Each issued and outstanding share of capital stock the common stock, par value U.S. $.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 $0.01 U.S.$.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 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
