Common use of Capital Stock of the Transitory Subsidiary Clause in Contracts

Capital Stock of the Transitory Subsidiary. Each share of the common stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

Appears in 8 contracts

Samples: Merger Agreement (American Dental Partners Inc), Merger Agreement (BJS Wholesale Club Inc), Merger Agreement (Biosphere Medical Inc)

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Capital Stock of the Transitory Subsidiary. Each share of the common stock stock, $0.001 par value per share, of the Transitory Subsidiary that is issued and outstanding as of immediately prior to the Effective Time shall be converted into and become one (1) fully paid and nonassessable share of common stock, $0.01 0.001 par value per share, of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Progress Software Corp /Ma), Merger Agreement (Bottomline Technologies Inc /De/), Merger Agreement (PTC Therapeutics, Inc.)

Capital Stock of the Transitory Subsidiary. Each share of the common stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 .001 par value per share, of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Genaissance Pharmaceuticals Inc), Merger Agreement (Smartforce Public LTD Co), Merger Agreement (Skillsoft Corp)

Capital Stock of the Transitory Subsidiary. Each issued and ------------------------------------------ outstanding share of the common capital stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 .01 par value per share, of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Cmgi Inc), Merger Agreement (Flycast Communications Corp), Merger Agreement (Cmgi Inc)

Capital Stock of the Transitory Subsidiary. Each share of the common stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 0.001 par value per share, of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Critical Therapeutics Inc), Merger Agreement (Cornerstone BioPharma Holdings, Inc.), Merger Agreement (Valley National Gases Inc)

Capital Stock of the Transitory Subsidiary. Each share of the common stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stockClass A Common Stock, $0.01 0.33 1/3 par value per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Stride Rite Corp), Merger Agreement (Saucony Inc)

Capital Stock of the Transitory Subsidiary. Each At the Effective Time, each share of the common stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger, be converted into and become one fully paid and nonassessable share of common stock, $0.01 0.001 par value per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Centessa Pharmaceuticals LTD), Merger Agreement (Cornerstone Therapeutics Inc)

Capital Stock of the Transitory Subsidiary. Each share of the common stock stock, par value $0.01 per share, of the Transitory Subsidiary 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, $0.01 par value per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Idx Systems Corp), Merger Agreement (General Electric Co)

Capital Stock of the Transitory Subsidiary. Each share of the common capital stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Visual Networks Inc), Merger Agreement (Danaher Corp /De/)

Capital Stock of the Transitory Subsidiary. Each share of the common stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 without par value per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Avid Technology Inc), Merger Agreement (Pinnacle Systems Inc)

Capital Stock of the Transitory Subsidiary. Each share of the common stock stock, par value $0.01 per share, of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 par value per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Risley John Carter), Merger Agreement (First Marblehead Corp)

Capital Stock of the Transitory Subsidiary. Each share of the common stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, US $0.01 .01 par value per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Bookham Technology PLC), Merger Agreement (New Focus Inc)

Capital Stock of the Transitory Subsidiary. Each share of the common stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation so that, after the Effective Time, Buyer shall be the holder of all the issued and outstanding shares of capital stock of the Surviving Corporation. Each stock certificate evidencing ownership of any such shares of common stock of the Transitory Subsidiary shall thereafter evidence ownership of an equivalent number of shares of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Gensym Corp)

Capital Stock of the Transitory Subsidiary. Each At the Effective Time, each share of the common stock stock, $0.001 par value per share, of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger, be converted into and become one (1) fully paid and nonassessable share of common stock, $0.01 0.001 par value per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Medicines Co /De)

Capital Stock of the Transitory Subsidiary. Each share of the common stock of the Transitory Subsidiary that is issued and outstanding as of immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Crane Co /De/)

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Capital Stock of the Transitory Subsidiary. Each At the Effective Time, each share of the common stock Common Shares of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger, be converted into and become one (1) fully paid and nonassessable share of common stock, $0.01 0.0001 par value per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Medicines Co /De)

Capital Stock of the Transitory Subsidiary. Each issued and outstanding ------------------------------------------ share of the common capital stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 .01 par value per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Cmgi Inc)

Capital Stock of the Transitory Subsidiary. Each share of the ------------------------------------------ common stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 .01 par value per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Keane Inc)

Capital Stock of the Transitory Subsidiary. Each share of the common stock stock, $0.10 par value per share, of the Transitory Subsidiary that is issued and outstanding as of immediately prior to the Effective Time shall be converted into and become one (1) fully paid and nonassessable share of common stock, $0.01 0.10 par value per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Victoria's Secret & Co.)

Capital Stock of the Transitory Subsidiary. Each share of the common stock stock, par value $0.001 per share, of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 0.001 par value per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Airvana Inc)

Capital Stock of the Transitory Subsidiary. Each share of the common stock of the Transitory Subsidiary 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, $0.01 par value per share, stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (American Science & Engineering, Inc.)

Capital Stock of the Transitory Subsidiary. Each At the Effective Time, each share of the common stock of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger, be converted into and become one (1) fully paid and nonassessable share of common stock, $0.01 0.001 par value per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Alexion Pharmaceuticals Inc)

Capital Stock of the Transitory Subsidiary. Each share of the common stock of the Transitory Subsidiary 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, $0.01 par value per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Matrixone Inc)

Capital Stock of the Transitory Subsidiary. Each share of the common stock stock, par value $0.01 per share, of the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Google Inc.)

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