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 of Merger Sub issued and outstanding immediately prior to the Effective Time 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 share of common stock of the Surviving Corporation.

Appears in 5 contracts

Samples: Merger Agreement (Imperial Holly Corp), Merger Agreement (Imperial Holly Corp), Merger Agreement (Imperial Holly Corp)

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Conversion of Common Stock of Merger Sub. Each share of common stock stock, $0.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time 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 share of common stock of the Surviving Corporation.

Appears in 5 contracts

Samples: Merger Agreement (Ats Medical Inc), Merger Agreement (Aleris International, Inc.), Merger Agreement (3m Co)

Conversion of Common Stock of Merger Sub. Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, shall 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: Merger Agreement (Icahn Enterprises Holdings L.P.), Merger Agreement (Pep Boys Manny Moe & Jack), Merger Agreement (Pep Boys Manny Moe & Jack)

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

Appears in 5 contracts

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

Conversion of Common Stock of Merger Sub. Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time 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 share of common stock of the Surviving Corporation.

Appears in 5 contracts

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

Conversion of Common Stock of Merger Sub. Each issued and outstanding share of common stock stock, no par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into and become at the Effective Time one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Infonow Corp /), Merger Agreement (Warp Technology Holdings Inc), Merger Agreement (Unify Corp)

Conversion of Common Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to At the Effective Time shallTime, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, $0.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become at the Effective Time one (1) share of common stock of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Motorola Mobility Holdings, Inc), Merger Agreement

Conversion of Common Stock of Merger Sub. Each share of common stock stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into and become at the Effective Time one validly issued, fully paid and nonassessable share of common stock, par value $.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: Merger Agreement (Mim Corp), Merger Agreement (Chronimed Inc), Merger Agreement (Sports Authority Inc /De/)

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

Appears in 2 contracts

Samples: Merger Agreement (Move Inc), Merger Agreement (News Corp)

Conversion of Common Stock of Merger Sub. Each share of common stock ---------------------------------------- stock, $0.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger shall remain issued and without any action on the part of the holder thereof, be converted into outstanding and become at the Effective Time one shall constitute a share of common 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 stock of Merger Sub which is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into and become at the Effective Time one fully paid and nonassessable share of common stock stock, par value $0.01, of the Surviving CorporationCorporation upon the surrender of the certificates previously representing such share(s) of Merger Sub's common stock.

Appears in 2 contracts

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

Conversion of Common Stock of Merger Sub. Each share of common stock of Merger Sub, par value $0.01 per share ("Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shallTime, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into and become at the Effective Time one share of common stock right to receive the amount of the Surviving Corporationcash capital contributed by the holder of such Merger Sub Common Stock upon issuance thereof by Merger Sub.

Appears in 2 contracts

Samples: Merger Agreement (NBC Internet Inc), Merger Agreement (General Electric Co)

Conversion of Common Stock of Merger Sub. Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, shall be automatically converted into and become at one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. From and after the Effective Time one share Time, all certificates representing the shares of 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: Merger Agreement (Inrad Optics, Inc.), Merger Agreement (Tower International, Inc.)

Conversion of Common Stock of Merger Sub. Each share of common stock stock, $0.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time 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 share of common stock stock, $0.01 par value, of the Surviving Corporation.

Appears in 2 contracts

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

Conversion of Common Stock of Merger Sub. Each share of common stock stock, $0.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time 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 (1) share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Osteotech Inc)

Conversion of Common Stock of Merger Sub. Each share of common stock stock, $.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time 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 share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Center for Wound Healing, Inc.)

Conversion of Common Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to At the Effective Time shallTime, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, no par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become at the Effective Time one fully paid and non assessable share of common stock par value $0.0001 of the Surviving Corporation, with the same rights, powers and privileges of the shares so converted.

Appears in 1 contract

Samples: Merger Agreement (One World Holdings, Inc.)

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Conversion of Common Stock of Merger Sub. Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, shall 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.. ARTICLE II

Appears in 1 contract

Samples: Merger Agreement (Pep Boys Manny Moe & Jack)

Conversion of Common Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to At the Effective Time shallTime, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, $0.0001 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become at the Effective Time one fully paid and nonassessable share of common stock, par value $0.00001 per share, of the Surviving Corporation, with the same rights, powers and privileges of the shares so converted; as a result, Parent will own all the outstanding capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Visualant Inc)

Conversion of Common Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to At the Effective Time shallTime, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, $.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become at the Effective Time one fully paid and nonassessable share of common stock par value $0.01 of the Surviving Corporation, with the same rights, powers and privileges of the shares so converted.

Appears in 1 contract

Samples: Merger Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

Conversion of Common Stock of Merger Sub. Each share of common stock stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, shall be automatically converted into and become at one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. From and after the Effective Time one share Time, all certificates representing the shares of common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (Cambium Learning Group, Inc.)

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

Appears in 1 contract

Samples: Merger Agreement (Amplicon Inc)

Conversion of Common Stock of Merger Sub. Each share of common stock stock, $0.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time Date 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 share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Bausch & Lomb Inc)

Conversion of Common Stock of Merger Sub. Each share of common stock stock, $0.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time 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 share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Angelica Corp /New/)

Conversion of Common Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into and become at the Effective Time one share of common 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: Merger Agreement (Minimed Inc)

Conversion of Common Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to At the Effective Time shallTime, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, $10.00 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become at the Effective Time one share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Radisys Corp)

Conversion of Common Stock of Merger Sub. Each share of common stock stock, $.001 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger shall remain issued and without any action on the part of the holder thereof, be converted into outstanding and become at the Effective Time one shall constitute a share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (New Focus Inc)

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