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

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.

Appears in 2 contracts

Samples: Plan of Merger (Torchlight Energy Resources Inc), Agreement And (McCabe Greg)

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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 Target or the respective shareholders of or members thereof, all of the outstanding shares each share of the capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become the sole one (1) validly issued 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.

Appears in 1 contract

Samples: Plan of Merger (Torchlight Energy Resources Inc)

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 each share of the capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be automatically converted into and become the sole membership interest in one fully paid and nonassessable share of common stock of 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 TimeEntity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clarcor Inc)

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 Target 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.

Appears in 1 contract

Samples: Plan of Merger (Torchlight Energy Resources Inc)

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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 each share of the capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become the sole one (1) validly issued 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.

Appears in 1 contract

Samples: Plan of Merger (Torchlight Energy Resources Inc)

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 Purchaserany of the Evolent Entities, Merger Sub, the Company Valence Parent or the respective shareholders of stockholders or members thereof, all each unit of the outstanding shares of the capital stock membership interest of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall will be automatically converted into and become the sole one validly issued, fully paid and nonassessable unit of membership interest in of the Surviving Organization, Entity and such will constitute the only outstanding units of membership interest in of the Surviving Organization shall constitute all of the issued and outstanding membership interests in the Surviving Organization immediately following the Effective TimeEntity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Evolent Health, Inc.)

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