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

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

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (Pep Boys Manny Moe & Jack), Iii Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)

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Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders thereof, be converted at the Effective Time into and become one validly issued, fully paid and nonassessable (1) share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Zeneca, Inc.), Agreement and Plan of Merger (ZS Pharma, Inc.), Agreement and Plan of Merger (Durata Therapeutics, Inc.)

Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become at the Effective Time one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Savannah Foods & Industries Inc), Agreement and Plan of Merger (Imperial Holly Corp), Agreement and Plan of Merger (Imperial Holly Corp)

Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (American Real Estate Partners L P), Agreement and Plan of Merger (Realogy Corp), Agreement and Plan of Merger (Lear Corp)

Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 5 contracts

Samples: Security Agreement (Ats Medical Inc), Agreement and Plan of Merger (Restore Medical, Inc.), Agreement and Plan of Merger (Cuno Inc)

Conversion of Common Stock of Merger Sub. Each At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable (1) share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Motorola Mobility Holdings, Inc), Agreement and Plan of Merger

Conversion of Common Stock of Merger Sub. Each At the Effective Time, each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time Time, and all rights in respect thereof, shall forthwith cease to exist and be converted into and become one validly issued, fully paid and nonassessable common share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co), Agreement and Plan of Merger (Robinson Nugent Inc)

Conversion of Common Stock of Merger Sub. Each share of common ---------------------------------------- stock, par value $0.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into remain issued and become one validly issued, fully paid outstanding and nonassessable shall constitute a share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (DSM Nv), Agreement and Plan of Merger (Catalytica Inc)

Conversion of Common Stock of Merger Sub. Each share of common stockstock of Merger Sub, par value $0.01 per share, of share ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time Time, shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, the right to receive the amount of the Surviving Corporation and shall constitute cash capital contributed by the only outstanding shares holder of capital stock of the Surviving Corporationsuch Merger Sub Common Stock upon issuance thereof by Merger Sub.

Appears in 2 contracts

Samples: Agreement of Merger and Plan (NBC Internet Inc), Agreement of Merger and Plan of Liquidation and Dissolution (General Electric Co)

Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the Company, Acquiror, Merger Sub or the holders thereof, be converted at the Effective Time into and become one validly issued, fully paid and nonassessable (1) share of common stock, par value $0.01 per share0.01, of the Surviving Corporation Corporation, and such shares shall constitute the only outstanding shares of capital common stock of in the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (News Corp), Agreement and Plan of Merger (Move Inc)

Conversion of Common Stock of Merger Sub. Each share of common stockAt the Effective Time, par value $0.01 per share, all shares of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become thereafter evidence in the aggregate one validly issued, fully paid and nonassessable Surviving Corporation Common Share. Each share of common stockMerger Sub Common Stock issued and outstanding immediately prior to the Effective Time, par value $0.01 per sharewhen converted in accordance with this Section 2.09, of the Surviving Corporation shall no longer be outstanding, shall automatically be canceled and shall constitute the only outstanding shares of capital stock of the Surviving Corporationcease to exist.

Appears in 2 contracts

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

Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per sharepar value, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (American Medical Systems Holdings Inc)

Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub which is issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share0.01, of the Surviving Corporation and shall constitute upon the only outstanding shares of capital stock surrender of the Surviving Corporationcertificates previously representing such share(s) of Merger Sub's common stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rymer Foods Inc), Agreement and Plan of Merger (Forest Lake Partners LLC)

Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation Corporation. From and shall constitute after the only outstanding Effective Time, all certificates representing the shares of capital common stock of Merger Sub shall evidence the number of shares of common stock of the Surviving CorporationCorporation into which such shares have been so converted, until the same are surrendered for cancellation and exchange.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Inrad Optics, Inc.), Agreement and Plan of Merger (Tower International, Inc.)

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Conversion of Common Stock of Merger Sub. Each 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 $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time Time, and all rights in respect thereof, shall forthwith cease to exist and be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Theglobe Com Inc), Agreement and Plan of Merger (Theglobe Com Inc)

Conversion of Common Stock of Merger Sub. Each share of common stock, $.001 par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into remain issued and become one validly issued, fully paid outstanding and nonassessable shall constitute a share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (New Focus Inc)

Conversion of Common Stock of Merger Sub. Each At the Effective Time, without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, stock 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 and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (El Paso Energy Corp/De)

Conversion of Common Stock of Merger Sub. Each At the Effective Time, without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, stock 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 and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Merck & Co Inc)

Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Minimed Inc

Conversion of Common Stock of Merger Sub. Each At the Effective Time, by virtue of the Merger and without any action on the part of any party, each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time Time, and all rights in respect thereof, shall forthwith cease to exist and be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Theglobe Com Inc)

Conversion of Common Stock of Merger Sub. Each At the Effective ------------------------------------------ Time, each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall Time, and all rights in respect thereof, shall, without any action on the part of Parent, forthwith cease to exist and be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pulsepoint Communications)

Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable (1) share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Osteotech Inc)

Conversion of Common Stock of Merger Sub. Each share of common stock, par value $0.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bausch & Lomb Inc)

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