Conversion of Capital Stock of Merger Sub. Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Date shall be converted into and thereafter represent one duly issued, fully paid and nonassessable share of common stock, par value one cent ($0.01) per share, of the Surviving Corporation.
Conversion of Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is 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 $0.01 per share, of the Surviving Corporation.
Conversion of Capital Stock of Merger Sub. As of the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, the Company or the respective shareholders of members thereof, all of the outstanding shares of the capital stock of Merger Sub immediately prior to the Effective Time shall be automatically converted into and become the sole membership interest in the Surviving Organization, and such membership interest in the Surviving Organization shall constitute all of the issued and outstanding membership interests in the Surviving Organization immediately following the Effective Time.
Conversion of Capital Stock of Merger Sub. At the Effective Time, each share of common stock, $0.001 par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation, and, as a result, the Surviving Corporation shall be a wholly-owned subsidiary of Buyer. Each stock certificate evidencing ownership of any share of Merger Sub Common Stock shall evidence ownership of such share of capital stock of the Surviving Corporation.
Conversion of Capital Stock of Merger Sub. At the Effective Time, without any action on the part of Parent, the Company, Holdco or Merger Sub, each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation.
Conversion of Capital Stock of Merger Sub. Each share of Common Stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of Classifieds2000 Common Stock.
Conversion of Capital Stock of Merger Sub. Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Class A Common Stock, par value $0.001 per share, one validly issued, fully paid and nonassessable share of Class B Common Stock, par value $0.001 per share, and one validly issued, fully paid and nonassessable share of Class C Capital Stock, par value $0.001 per share, of the Surviving Corporation.
Conversion of Capital Stock of Merger Sub. Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Cyberonics Merger Effective Time shall be automatically converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Cyberonics Merger Surviving Corporation.
Conversion of Capital Stock of Merger Sub. Each share of capital stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation ("SURVIVING CORPORATION COMMON STOCK"). Each certificate that, prior to the Effective Time, represented one or more shares of capital stock of Merger Sub shall thereafter represent that number of shares of Surviving Corporation Common Stock into which the shares of capital stock of Merger Sub shall have been converted pursuant to this Section 1.8(a). Each record holder of a certificate that, prior to the Effective Time, represented one or more shares of capital stock of Merger Sub shall receive, upon surrender of such certificate, a new certificate or certificates evidencing and representing the number of shares of Surviving Corporation Common Stock to which such record holder shall be entitled pursuant to this Section 1.8(a).
Conversion of Capital Stock of Merger Sub. Each issued and outstanding share of non-voting Merger Sub Common Stock shall be converted into and become one fully paid and nonassessable share of non-voting Common Stock of Surviving Corporation. Each issued and outstanding share of supervoting Merger Sub Common Stock shall be converted into and become one fully paid and nonassessable share of supervoting Common Stock of Surviving Corporation. Each issued and outstanding share of one-vote Merger Sub Common Stock shall be converted into and become one fully paid and nonassessable share of one-vote Common Stock of Surviving Corporation. At the Effective Time, each of the Investors, as the sole holders of Merger Sub Common Stock, shall surrender any and all certificates representing such Merger Sub Common Stock to Surviving Corporation and shall be entitled to receive in exchange therefor a certificate representing the class and number of shares of Common Stock of Surviving Corporation into which the Merger Sub Common Stock theretofore represented by the certificates so surrendered shall have been converted as provided in this Section 2.09(a). From and after the Effective Time, until so surrendered, each certificate theretofore representing shares of issued and outstanding Merger Sub Common Stock shall be deemed for all corporate purposes to evidence the number of shares of Common Stock of Surviving Corporation into which such shares shall have been converted.
