Common use of Common Stock of Merger Sub Clause in Contracts

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares of common stock, par value $.01 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 3 contracts

Samples: Merger Agreement (Pilgrims Pride Corp), Merger Agreement (Gold Kist Inc.), Merger Agreement (Gold Kist Inc.)

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Common Stock of Merger Sub. Each issued and outstanding share of common stock stock, par value $0.001 per share, of Merger Sub shall be converted into and become 1,000,000 validly issued, one fully paid and non-assessable shares share of common stock, no par value $.01 per share, of the Surviving Corporation with Corporation, so that Parent shall be the same rights, powers holder of all of the issued and privileges as the shares so converted and shall constitute the only outstanding shares of capital the Surviving Corporation’s common stock. Each certificate representing shares of common stock of Merger Sub shall at and after the Effective Time represent one share of common stock of the Surviving Corporation.

Appears in 3 contracts

Samples: Amended and Restated Agreement and Plan of Merger, Merger Agreement, Agreement and Plan of Merger

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 one validly issued, fully paid and non-assessable shares nonassessable share of common stock, par value $.01 0.01 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 3 contracts

Samples: Merger Agreement (Grubb & Ellis Co), Merger Agreement (Great Atlantic & Pacific Tea Co Inc), Merger Agreement (Pathmark Stores Inc)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares one share of the common stock, par value $.01 0.001 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 (Macrochem Corp), Merger Agreement (Access Pharmaceuticals Inc)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub issued and outstanding at the Effective Time shall be converted into and become 1,000,000 exchanged for one validly issued, fully paid and non-assessable shares nonassessable share of common stock, par value $.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the Corporation. Each stock certificate of Merger Sub evidencing ownership of any shares so converted and shall constitute the only outstanding continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Angiotech Pharmaceuticals Inc), Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares of common stock, par value $.01 0.01 per share, of Merger Sub that shall be outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $0.10 per share of the Surviving Corporation with Corporation, so that at the same rightsEffective Time, powers Parent shall be the holder of all of the issued 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 (Sand Hill It Security Acquisition Corp), Merger Agreement (Sand Hill It Security Acquisition Corp)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, be converted into one fully paid and nonassessable share of the common stock, par value $0.01 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 (McMoran Exploration Co /De/), Merger Agreement (Freeport McMoran Copper & Gold Inc)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 one validly issued, fully paid and non-assessable shares nonassessable share of common stock, par value $.01 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 (Iron Acquisition Corp), Merger Agreement (Engelhard Corp)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares of common stock, par value $.01 1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $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: Agreement and Plan of Merger (Chindex International Inc), Merger Agreement (Chindex International Inc)

Common Stock of Merger Sub. Each All issued and outstanding share shares of common stock stock, par value $0.001 per share, of Merger Sub shall be converted into and become 1,000,000 100,000,000 validly issued, fully paid and non-assessable shares of common stock, par value $.01 0.01 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 (Astellas Pharma Inc.), Merger Agreement (Osi Pharmaceuticals Inc)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 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 (Roadway Express Inc), Merger Agreement (Roadway Corp)

Common Stock of Merger Sub. Each share of common stock, par value $.01 per share, of Merger Sub (the “Merger Sub Common Stock”), issued and outstanding share of common stock of Merger Sub immediately prior to the Effective Time shall be converted into and become 1,000,000 validly issued, one fully paid and non-assessable shares nonassessable share of common stock, par value $.01 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 1 contract

Samples: Agreement and Plan of Merger (Strategic Distribution Inc)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares of common stock, par value $.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 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 1 contract

Samples: Merger Agreement (Planetout Inc)

Common Stock of Merger Sub. Each share of common stock, par value $.0001 per share, of Merger Sub issued and outstanding share of common stock of Merger Sub shall immediately before the Effective Time will be converted into and become 1,000,000 as of the Effective Time one validly issued, fully paid and non-assessable shares share of common stock, par value $.01 per share.0001, of the Surviving Corporation with the same rightsCorporation, powers and privileges as the these shares so converted and shall will constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Derma Sciences, Inc.)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub, par value $.01 per share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares one share of the common stockstock of the Surviving Corporation, par value $.01 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 1 contract

Samples: Merger Agreement (Alcide Corp)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Surviving Corporation with the same rightsEffective Time shall be converted into and become one (1) validly issued, powers fully paid and privileges as the shares so converted and shall constitute the only outstanding shares nonassessable share of capital stock common stock, par value $1.00 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (COHOES FASHIONS of CRANSTON, Inc.)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 one validly issued, fully paid and non-assessable shares nonassessable share of common stock, par value $.01 0.01 per share, of the Surviving Corporation with the same rights, powers and 10 privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Thompson Anthony W)

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Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, shall be converted into one share of common stock, par value $0.01 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 1 contract

Samples: Merger Agreement (Checkfree Corp \Ga\)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 one validly issued, fully paid and non-assessable shares nonassessable share of common stock, par value $.01 0.01 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 Capital Stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Centerplate, Inc.)

Common Stock of Merger Sub. Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation and each certificate that immediately prior to the Effective Time represented outstanding shares of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable deemed for all purposes to represent the same number of shares of common stock, par value $.01 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 1 contract

Samples: Merger Agreement (Globalscape Inc)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares one share of the common stock, par value $.01 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 1 contract

Samples: Merger Agreement (Axys Pharmaceuticals Inc)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares of common stock, par value $.01 0.01 per share, of Merger Sub that is outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one share of common stock, par value $0.01 per share of the Surviving Corporation with Corporation, so that at the same rightsEffective Time, powers Parent shall be the holder of all of the issued and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Tailwind Financial Inc.)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 one validly issued, fully paid and non-assessable shares nonassessable share of common stock, par value $.01 0.01 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 1 contract

Samples: Merger Agreement (Eye Care Centers of America Inc)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, 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 with Corporation, or such greater number of shares as Parent shall determine prior to the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationEffective Time.

Appears in 1 contract

Samples: Merger Agreement (PHH Corp)

Common Stock of Merger Sub. Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding share immediately prior to the Effective Time shall, by virtue of common stock of Merger Sub shall the Merger, be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares one share of common stock, par value $.01 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 1 contract

Samples: Merger Agreement (Amf Bowling Worldwide Inc)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, fully paid and non-assessable shares of common stock, par value $.01 0.01 per share, of Merger Sub issued and outstanding immediately before the Effective Time shall remain outstanding and be converted into one (1) validly issued, fully paid, and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with so that, immediately after the same rightsEffective Time, powers Parent shall be the holder of all of the issued and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation’s common stock.

Appears in 1 contract

Samples: Merger Agreement (OxySure Systems Inc)

Common Stock of Merger Sub. Each issued and outstanding share of common stock of Merger Sub shall be converted into and become 1,000,000 validly issued, one fully paid and non-non- assessable share of Common Stock of the Surviving Corporation, so that Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock. Each certificate representing shares of common stock, par value $.01 per share, stock of Merger Sub shall at the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding Effective Time represent an equal number of shares of capital common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement

Common Stock of Merger Sub. Each share of Common Stock, $0.0001 par value per share, of Merger Sub issued and outstanding share of common stock of Merger Sub immediately prior to the Effective Time shall be converted into and become 1,000,000 exchanged for one validly issued, fully paid and non-assessable shares nonassessable share of common stockCommon Stock, $0.0001 par value $.01 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.Surviving

Appears in 1 contract

Samples: Merger Agreement (Targacept Inc)

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