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: Agreement and Plan of Merger (American Dental Partners Inc), Agreement and Plan of Merger (BJS Wholesale Club Inc), Agreement and Plan of Merger (Biosphere Medical Inc)

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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 5 contracts

Samples: Agreement and Plan of Merger (Clinical Data Inc), Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc), Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc)

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: Agreement and Plan of Merger (Progress Software Corp /Ma), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc), Agreement and Plan of Merger (Smartforce Public LTD Co), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Flycast Communications Corp), Agreement and Plan of Merger and Reorganization (Cmgi Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Critical Therapeutics Inc), Agreement and Plan of Merger (Cornerstone BioPharma Holdings, Inc.), Agreement and Plan of Merger (Valley National Gases 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: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Idx Systems Corp)

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: Agreement and Plan of Merger (Centessa Pharmaceuticals LTD), Agreement and Plan of Merger (Cornerstone 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, US $0.01 .01 par value per share, of the Surviving Corporation.

Appears in 2 contracts

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

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: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Visual Networks 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: Agreement and Plan of Merger (First Marblehead Corp), Agreement and Plan of Merger (Risley John Carter)

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: Agreement and Plan of Merger (Avid Technology Inc), Agreement and Plan of Merger (Pinnacle Systems 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: Agreement and Plan of Merger (Stride Rite Corp), Agreement and Plan of Merger (Saucony Inc)

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: Agreement and Plan of Merger (Crane Co /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 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: Agreement and Plan of Merger (Gensym 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, $0.01 .01 par value per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Keane Inc)

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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 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: Agreement and Plan of Merger (Medicines Co /De)

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: Agreement and Plan of Merger (Google Inc.)

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: Terms   Agreement (Airvana Inc)

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: Agreement and Plan of Merger and Reorganization (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 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: Agreement and Plan of Merger (Matrixone 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: Agreement and Plan of Merger (American Science & Engineering, Inc.)

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: Agreement and Plan of Merger (Medicines Co /De)

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: Agreement and Plan of Merger (Alexion Pharmaceuticals Inc)

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