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

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.

Appears in 2 contracts

Samples: Merger Agreement (RedRoller Holdings, Inc.), Merger Agreement (RedRoller Holdings, Inc.)

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Conversion of Capital Stock of Merger Sub. At As of the Effective Time, by virtue of the Merger and without any action on the part of any Party or any holder of securities of Merger Sub, each share of common stock, par value $0.001 par valueper share, 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, stock of the Surviving Corporation, and, as a result, which will be the only shares of capital stock of the Surviving Corporation shall be a wholly-owned subsidiary of Buyerissued and outstanding immediately after the Effective Time. Each stock certificate of Merger Sub evidencing ownership of any share such shares of Merger Sub Common Stock common stock shall evidence ownership of such share shares of capital stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.), Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.)

Conversion of Capital Stock of Merger Sub. At the Effective Time, each Each share of common stockCommon Stock, par value $0.001 par value.001, of Merger Sub (the “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 valuevalue $.001 per share, 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 shares of Merger Sub Common Stock shall evidence ownership of such share shares of capital common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ram Energy Resources Inc)

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Conversion of Capital Stock of Merger Sub. At the Effective Time, by virtue of the Merger and without any action on the part of any Person, each share of common stock, par value $0.001 par value0.0001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock, no par value, stock of the Surviving Corporation, and, as a result, which will be the only share of capital stock of the Surviving Corporation shall be a wholly-owned subsidiary of Buyerissued and outstanding immediately after the Effective Time. Each The stock certificate of Merger Sub evidencing ownership of any share such shares of Merger Sub Common Stock shall common stock will evidence ownership of such share of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacira Pharmaceuticals, Inc.)

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