Common use of Conversion of Capital Stock of Merger Sub Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Howard Hughes Holdings Inc.), Agreement and Plan of Merger (Howard Hughes Corp)

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Conversion of Capital Stock of Merger Sub. Each At and as of the Effective Time, each share of common stock, $0.01 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, $0.01 par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dow Jones & Co Inc), Agreement and Plan of Merger (Marketwatch Inc)

Conversion of Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 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 0.625 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (APA Corp), Agreement and Plan of Merger (Apache Corp)

Conversion of Capital Stock of Merger Sub. Each At and as of the Effective Time, each share of common stock, $.01 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, $.01 par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Adesa Inc), Agreement and Plan of Merger (Adesa California, LLC)

Conversion of Capital Stock of Merger Sub. Each At and as of the Effective Time, each share of common stock, $.01 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, $.0l par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Talk America Holdings Inc), Agreement and Plan of Merger (Talk America Holdings Inc)

Conversion of Capital Stock of Merger Sub. Each share of common stockstock of Merger Sub, par value $0.01 .01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid, paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Iv Agreement and Plan of Merger (Minuteman International Inc), Agreement and Plan of Merger (Minuteman International Inc)

Conversion of Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid, paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and shall constitute the only outstanding share capital of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tempur Sealy International, Inc.)

Conversion of Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share1.00, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid, paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation. At the Effective Time, each share of common stock of the Surviving Corporation that is issued and outstanding shall be held by Holdings.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xerox Corp)

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Conversion of Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is Common Stock issued and outstanding immediately prior to the Effective Time Date shall be converted into one validly and thereafter represent 4,930,669 duly issued, fully paid, paid and nonassessable share shares of common stockstock par value, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genworth Holdings, Inc.)

Conversion of Capital Stock of Merger Sub. Each issued and outstanding share of common stock, par value $0.01 0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid, paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Surgery Partners, Inc.)

Conversion of Capital Stock of Merger Sub. Each share of common stock, par value $0.01 0.0001 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 0.0001 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inspyr Therapeutics, Inc.)

Conversion of Capital Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub that is Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid, paid and nonassessable share of common stockCommon Stock, par value $0.01 0.60 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BK Technologies, Inc.)

Conversion of Capital Stock of Merger Sub. Each At the Effective Time, each issued and outstanding 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 and become one validly issued, fully paid, paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aether Systems LLC)

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