Capital Stock of Sub. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub, each share of common stock, without par value, of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, without par value, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Amvestors Financial Corp), Agreement and Plan of Merger (Amerus Life Holdings Inc)
Capital Stock of Sub. As of 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 share of common stock, without par value, of Sub issued and outstanding immediately prior to the Effective Time share of capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, without par valuevalue $0.001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Hi/Fn Inc), Merger Agreement (Exar Corp)
Capital Stock of Sub. As of 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 share of common stock, without par value, of Sub issued and outstanding immediately prior to the Effective Time share of capital stock of Sub shall be converted into and become one fully paid and nonassessable share of common stock, without par valuevalue $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Virtusa Corp)
Capital Stock of Sub. As Each share of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub, each share of common stock, without par value, of Sub -------------------- issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, without par value, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Buy Com Inc)
Capital Stock of Sub. As of 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 each share of capital stock of Sub, each share of common stock, without par value, of Sub that is issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without further action on the part of the sole stockholder of Sub, be converted into and become one fully paid and nonassessable share of common stock, without par value, stock of the Surviving Corporation (and the shares of common stock of the Surviving Corporation into which the shares of Sub capital stock are so converted shall be the only shares of the Surviving Corporation.’s capital stock that are issued and outstanding immediately after the Effective
Appears in 1 contract
Samples: Merger Agreement (Broadsoft, Inc.)
Capital Stock of Sub. As of At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Sub or the holder of any shares of Company Common Stock or any shares of capital stock of SubCompany, each share of common stock, without par value, stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock, without par value, of the Surviving CorporationCompany Common Stock.
Appears in 1 contract
Samples: Loan and Security Agreement (Halozyme Therapeutics Inc)