Conversion of Acquisition Subsidiary Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, the issued and outstanding capital stock of Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock in the Surviving Company and, upon surrender of the certificate or certificates representing such common stock of Acquisition Subsidiary, the Surviving Company shall promptly issue to Parent or its designated Affiliate a certificate representing the common stock in the Surviving Company into which it has been converted. After the Effective Time such share of common stock shall be the only issued and outstanding equity interest of the Surviving Company and shall be owned by Parent or its designated Affiliate.
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Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Memc Electronic Materials Inc), Side Agreement (Tekelec)
Conversion of Acquisition Subsidiary Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, the issued and outstanding capital stock of Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock in the Surviving Company and, upon surrender of the certificate or certificates representing such common capital stock of Acquisition Subsidiary, the Surviving Company shall promptly issue to Parent or its designated Affiliate a certificate representing the common stock in the Surviving Company into which it has such shares have been converted. After the Effective Time such share of common stock shall be the only issued and outstanding equity interest of the Surviving Company and shall be owned by Parent or its designated Affiliate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixia), Agreement and Plan of Merger (Ixia)
Conversion of Acquisition Subsidiary Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, the issued and outstanding capital stock shares of the Common Stock, $0.01 par value per share, of Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock in the Common Stock of the Surviving Company Corporation and, upon surrender of the certificate or certificates representing such common stock shares of Common Stock of Acquisition Subsidiary, the Surviving Company Corporation shall promptly issue to Parent or its designated Affiliate the owner thereof a certificate representing the common stock in share of Common Stock of the Surviving Company Corporation into which it has been converted. After the Effective Time such share of common stock shall be the only issued and outstanding equity interest capital stock of the Surviving Company Corporation and shall be owned by Parent or its designated AffiliateTekelec.
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Conversion of Acquisition Subsidiary Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, the issued and outstanding shares of capital stock of Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock in the Surviving Company and, upon surrender of the certificate or certificates representing such common capital stock of Acquisition Subsidiary, the Surviving Company shall promptly issue to Parent or its designated Affiliate a certificate representing the common stock in the Surviving Company into which it has such shares have been converted. After the Effective Time such share of common stock shall be the only issued and outstanding equity interest of the Surviving Company and shall be owned by Parent or its designated Affiliate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ixia)
Conversion of Acquisition Subsidiary Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, the issued and outstanding capital stock shares of the Common Stock, $0.01 par value per share, of Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock in the Common Stock of the Surviving Company Corporation and, upon surrender of the certificate or certificates representing such common stock shares of Common Stock of Acquisition Subsidiary, the Surviving Company Corporation shall promptly issue to Parent or its designated Affiliate the owner thereof a certificate representing the common stock in share of Common Stock of the Surviving Company Corporation into which it has been converted. After the Effective Time such share of common stock shall be the only issued and outstanding equity interest capital stock of the Surviving Company Corporation and shall be owned by Parent or its designated AffiliateParent.
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