Conversion of Acquisition Sub Common Stock. All issued ------------------------------------------- and outstanding shares of Common Stock, par value $1 per share, of Acquisition Sub (the "Acquisition Sub Common Stock") at the Effective Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchangeable for, in the aggregate, 100 fully paid and nonassessable shares of Common Stock, par value $1 per share, of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shall constitute all the issued and outstanding shares of Surviving Corporation Common Stock. From and after the Effective Date, each outstanding certificate theretofore representing shares of Acquisition Sub Common Stock shall be deemed for all purposes to evidence ownership of, and to represent the number of shares of, Surviving Corporation Common Stock into which such shares of Acquisition Sub Common Stock shall have been converted.
Appears in 2 contracts
Samples: Merger Agreement (Bi Expansion Ii Corp), Merger Agreement (Bird Corp)
Conversion of Acquisition Sub Common Stock. All issued ------------------------------------------- and outstanding shares Each share of Common Stock------------------------------------------ common stock, par value $1 .01 per share, of Acquisition Sub (the "Acquisition Sub Common StockACQUISITION SUB COMMON STOCK") issued and outstanding at the Effective Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchangeable for, in the aggregate, 100 for one fully paid and nonassessable shares share of Common Stockvoting common stock, par value $1 1.00 per share, of the Surviving Corporation (the "Surviving Corporation Common StockSURVIVING CORPORATION COMMON STOCK"), which shall constitute all the issued and outstanding shares of Surviving Corporation Common Stock. From and after the Effective Date, each outstanding certificate theretofore representing shares of Acquisition Sub Common Stock shall be deemed for all purposes to evidence ownership of, and to represent the number of shares of, Surviving Corporation Common Stock into which such shares of Acquisition Sub Common Stock shall have been converted.
Appears in 2 contracts
Samples: Merger Agreement (MJD Communications Inc), Merger Agreement (MJD Communications Inc)