Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 2,500 shares of common stock, par value $.01 per share ("Merger Sub Common Stock"), of which 1,000 shares are issued and outstanding. Buyer owns directly all the outstanding shares of Merger Sub Common Stock. The outstanding shares of Merger Sub Common Stock are duly authorized, validly issued, fully paid and assessable and free of any preemptive rights.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Isle of Capri Casinos Inc), Agreement and Plan of Merger (Lady Luck Gaming Corp), Agreement and Plan of Merger (Isle of Capri Casinos Inc)
Capitalization of Merger Sub. The Immediately prior to the Effective Time, the authorized capital stock of Merger Sub consists will consist of 2,500 shares of common stock, par value $.01 0.01 per share ("Merger Sub Common Stock")share, of which 1,000 shares are only one share will be issued and outstanding. Buyer owns directly all the outstanding shares of Merger Sub Common Stock. The outstanding shares of Merger Sub Common Stock are duly authorized, validly issued, fully paid and assessable and free of any preemptive rightssuch share shall be owned by Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Jason Inc), Agreement and Plan of Merger (Jason Inc), Agreement and Plan of Merger (Jason Inc)
Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists solely of 2,500 1,000 shares of common stockCommon Stock, par value $.01 0.10 per share ("Merger Sub Common Stock")share, all of which 1,000 shares are validly issued and outstanding. Buyer owns directly all All of the issued and outstanding shares capital stock of Merger Sub Common Stock. The outstanding shares is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Merger Sub Common Stock are duly authorized, validly issued, fully paid Parent free and assessable and free clear of any preemptive rightsall Liens.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cardinal Health Partners Lp), Agreement and Plan of Merger (Visicu Inc), Agreement and Plan of Merger (Sterling Venture Partners L P)
Capitalization of Merger Sub. The Immediately prior to the Effective Time, the authorized capital stock of Merger Sub consists will consist of 2,500 shares of common stock, par value $.01 per share ("Merger Sub Common Stock"), of which 1,000 shares are issued and outstanding. Buyer owns directly all the outstanding shares of Merger Sub Common Stock. The outstanding shares of Merger Sub Common Stock are duly authorized, validly issued, fully paid and assessable and free of any preemptive rights.value
Appears in 1 contract
Samples: Agreement and Plan of Merger (Calendar Acquisition Corp)
Capitalization of Merger Sub. The Immediately prior to the Effective Time, the authorized capital stock of Merger Sub consists will consist of 2,500 shares of common stock, par value 19 92 $.01 0.01 per share ("Merger Sub Common Stock")share, of which 1,000 shares are only one share will be issued and outstanding. Buyer owns directly all the outstanding shares of Merger Sub Common Stock. The outstanding shares of Merger Sub Common Stock are duly authorized, validly issued, fully paid and assessable and free of any preemptive rightssuch share shall be owned by Parent.
Appears in 1 contract
