Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 19 contracts
Samples: Agreement and Plan of Merger (Isun, Inc.), Agreement and Plan of Merger (Tyler Technologies Inc), Agreement and Plan of Merger
Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Glass House Brands Inc.), Agreement and Plan of Merger (Glass House Brands Inc.), Agreement and Plan of Merger (MassRoots, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.
Appears in 12 contracts
Samples: Registration Rights Agreement (CSLM Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Swiftmerge Acquisition Corp.)
Conversion of Merger Sub Capital Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of shares of Merger Sub capital stock, each share of Merger Sub capital stock shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Tubemogul Inc), Agreement and Plan of Merger (Seracare Life Sciences Inc), Agreement and Plan of Merger (Rubios Restaurants Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of capital stock of Merger Sub shall be deemed to represent for all purposes the number of shares of the common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Lewis & Clark Ventures I, LP), Agreement and Plan of Merger (RiverRoad Capital Partners, LLC), Agreement and Plan of Merger (Sagrera Ricardo A.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Item 9 Labs Corp.), Agreement and Plan of Merger (Metalico Inc), Agreement and Plan of Merger and Reorganization (Romulus Corp.)
Conversion of Merger Sub Capital Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of shares of Merger Sub capital stock, each share of Merger Sub capital stock shall be converted into and become one fully paid and nonassessable 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Sauer Danfoss Inc), Agreement and Plan of Merger (Ceradyne Inc), Agreement and Plan of Merger (Lasercard Corp)
Conversion of Merger Sub Capital Stock. 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 newly issued, (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Welbilt, Inc.)
Conversion of Merger Sub Capital Stock. 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 of $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (theMaven, Inc.), Agreement and Plan of Merger (Thestreet, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Feldenkreis George), Agreement and Plan of Merger (Annie's, Inc.), Agreement and Plan of Merger
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Merger Agreement (EF Hutton Acquisition Corp I), Merger Agreement (Nubia Brand International Corp.), Lock Up Agreement (NaturalShrimp Inc)
Conversion of Merger Sub Capital Stock. Each share of capital stock of Merger Sub issued and outstanding immediately before the Effective Time shall be converted into and become one fully paid and non-assessable 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Qumu Corp), Agreement and Plan of Merger (Papa Murphy's Holdings, Inc.), Agreement and Plan of Merger (Mitel Networks Corp)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Emageon Inc), Agreement and Plan of Merger (AMICAS, Inc.), Agreement and Plan of Merger (Emageon Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid paid, and non-assessable share of common stock stock, par value $0.0001 per share, of the First-Step Surviving CorporationCompany.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Avalo Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Escrow Agreement (Merit Medical Systems Inc), Agreement and Plan of Merger (On-Air Impact, Inc.), Agreement and Plan of Merger (Real Goods Solar, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.;
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\), Agreement and Plan of Merger (CSR PLC)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value of $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (GXS Worldwide, Inc.), Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (Scientific Games Corp)
Conversion of Merger Sub Capital Stock. Each At the Merger Effective Time, each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall be immediately and automatically converted into and become one newly issuedshare of common stock, fully paid and non-assessable share par value $0.0001 per share, of the Surviving Corporation, with all of such shares of the Surviving Corporation held solely by the Company. All shares of common stock of the Surviving CorporationMerger Sub, when converted as provided in this Section 2.6(b), shall no longer be outstanding and shall cease to exist.
Appears in 4 contracts
Samples: Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (HighPeak Energy, Inc.), Business Combination Agreement (HighPeak Energy, Inc.)
Conversion of Merger Sub Capital Stock. Each share As of common stockthe Effective Time, par value $0.01 per share, of Merger Sub each issued and outstanding immediately prior to share of capital stock of the Effective Time shall Merger Sub will be converted into and become one newly validly issued, fully fully-paid and non-assessable share of common stock stock, $0.001 par value, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Himax Technologies, Inc.), Agreement and Plan of Merger (Maxim Integrated Products Inc), Agreement and Plan of Merger (PLX Technology Inc)
Conversion of Merger Sub Capital Stock. 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 newly issued, (1) fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Genomic Health Inc), Agreement and Plan of Merger (Exact Sciences Corp), Agreement and Plan of Merger (United Technologies Corp /De/)
Conversion of Merger Sub Capital Stock. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become thereafter represent one newly validly issued, fully paid and non-assessable nonassessable share of common stock, no par value, of the Surviving Corporation with the same rights, powers and privileges as the share so converted, and the shares so converted shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Amerus Group Co/Ia), Agreement and Plan of Merger (National Atlantic Holdings Corp), Agreement and Plan of Merger (National Atlantic Holdings Corp)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will automatically be canceled and converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.), Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.), Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Veramark Technologies Inc), Agreement and Plan of Merger (Clearlake Capital Partners Ii Lp), Agreement and Plan of Merger (Veramark Technologies Inc)
Conversion of Merger Sub Capital Stock. Each share As of common stockthe -------------------------------------- Effective Time, par value $0.01 per share, by virtue of the Merger and without any further action on the part of the holder of shares of Merger Sub Common Stock, each issued and outstanding immediately prior to the Effective Time share of Merger Sub Common Stock shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock Common Stock, par value $0.0001 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Otg Software Inc), Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Legato Systems Inc)
Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable share of common stock Membership Interest of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abeona Therapeutics Inc.), Agreement and Plan of Merger (Abeona Therapeutics Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation (and the shares of the Surviving Corporation into which the shares of Merger Sub capital stock are so converted shall be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the Effective Time).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enernoc Inc), Agreement and Plan of Merger (World Energy Solutions, Inc.)
Conversion of Merger Sub Capital Stock. 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 newly (1) validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kindred Biosciences, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Interpool Inc), Agreement and Plan of Merger (ATC Technology CORP)
Conversion of Merger Sub Capital Stock. 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 newly validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wireless Telecom Group Inc), Agreement and Plan of Merger (Nic Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of capital stock of Merger Sub shall be deemed to represent for all purposes the number of shares of the common stock of the Surviving CorporationCorporation into which they were converted in accordance with the immediately preceding sentence.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vmware, Inc.), Agreement and Plan of Merger (Carbon Black, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one newly and validly issued, fully paid and non-assessable nonassessable share of common stock Common Stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc), Agreement and Plan of Merger and Reorganization (Tickets Com Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Stock Purchase and Merger Agreement (GTC Biotherapeutics Inc), Agreement and Plan of Merger (Nuveen Investments Inc)
Conversion of Merger Sub Capital Stock. 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 of $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IPC Healthcare, Inc.), Agreement and Plan of Merger (Team Health Holdings Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and non-assessable share of common stock stock, no par value, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electro Rent Corp), Agreement and Plan of Merger (Electro Rent Corp)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one newly (1) validly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steel Partners Holdings L.P.), Agreement and Plan of Merger (Steel Connect, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly validly issued, fully paid and non-assessable nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everest Merger Sub, Inc.), Agreement and Plan of Merger (Sport Chalet Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value of $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bally Technologies, Inc.), Agreement and Plan of Merger (SHFL Entertainment Inc.)
Conversion of Merger Sub Capital Stock. 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 share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation. Each certificate representing outstanding shares of Merger Sub common stock shall at the Effective Time represent an equal number of shares of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bishop Infrastructure III Acquisition Company, Inc.), Agreement and Plan of Merger (Westway Group, Inc.)
Conversion of Merger Sub Capital Stock. 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, $0.01 par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one newly issued(1) fully paid, fully paid and non-assessable share of common stock, $0.001 par value per share, of the Surviving Corporation and shall constitute the only issued or outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SP Plus Corp), Agreement and Plan of Merger (SP Plus Corp)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid paid, and non-assessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn)
Conversion of Merger Sub Capital Stock. 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, $1.00 par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one newly issued1,000 fully paid, fully paid and non-assessable share shares of common stock, $1.00 par value per share, of the Surviving Corporation and shall constitute the only issued or outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Qualcomm Inc/De), Agreement and Plan of Merger (Veoneer, Inc.)
Conversion of Merger Sub Capital Stock. 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 remain outstanding and become shall represent one newly (1) validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Support Agreement (Witness Systems Inc), Agreement and Plan of Merger (Agilysys Inc)
Conversion of Merger Sub Capital Stock. Each issued and outstanding share of the capital stock of Merger Sub shall be converted into one share of the common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: 5 Agreement and Plan of Merger (Cenfed Financial Corp), Agreement and Plan of Merger (Golden State Bancorp Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will automatically be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jarden Corp), Agreement and Plan of Merger (K2 Inc)
Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Goldenstone Acquisition Ltd.), Support Agreement (Health Sciences Acquisitions Corp 2)
Conversion of Merger Sub Capital Stock. Each share of common stockThe 100 shares, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one 100 newly issued, fully paid and non-assessable share shares of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Southern Hospitality Development Corp.), Agreement and Plan of Merger and Reorganization (Hangover Joe's Holding Corp)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MGC Parent LLC), Agreement and Plan of Merger (MGC DIAGNOSTICS Corp)
Conversion of Merger Sub Capital Stock. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LIVE VENTURES Inc), Agreement and Plan of Merger (Aegion Corp)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly validly issued, fully paid and non-assessable nonassessable share of common stock, $0.001 par value per share, of the Surviving Company, and such converted shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/), Agreement and Plan of Merger (Keyw Holding Corp)
Conversion of Merger Sub Capital Stock. Each common 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 will automatically be converted into and become one newly issued, fully paid and non-assessable (1) common share of common stock representing one membership interest of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Cifc LLC)
Conversion of Merger Sub Capital Stock. Each share of common stock, without par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, without par value, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LD Commodities Sugar Holdings LLC), Agreement and Plan of Merger (Imperial Sugar Co /New/)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock stock, par value $0.0001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boulder Brands, Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stockshare, no 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 (1) newly issued, fully paid and non-assessable common share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charming Shoppes Inc), Agreement and Plan of Merger (Ascena Retail Group, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 US$0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Aerkomm Inc.), Merger Agreement (IX Acquisition Corp.)
Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atari Inc), Agreement and Plan of Merger (Sirf Technology Holdings Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, no 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (4Front Ventures Corp.), Agreement and Plan of Merger (Northwest Pipe Co)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub Share issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Castle Brands Inc), Agreement and Plan of Merger (Kindred Healthcare, Inc)
Conversion of Merger Sub Capital Stock. Each share of common stockAt the Effective Time, par value $0.01 per share, of each Merger Sub Share issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eurasian Minerals Inc), Agreement and Plan of Merger (Bullion Monarch Mining, Inc. (NEW))
Conversion of Merger Sub Capital Stock. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become thereafter represent one newly validly issued, fully paid and non-assessable nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Republic Companies Group, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-non- assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Perry Ellis International, Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, stock of Merger Sub (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time by virtue of the Merger and at the Effective Time and without further action of the part of any holder thereof shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving CorporationGoSolutions Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Villageedocs Inc)
Conversion of Merger Sub Capital Stock. 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 remain outstanding and become shall represent one newly validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ravisent Technologies Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. From and after the Effective Time, all certificates representing the 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: Agreement and Plan of Merger (Upland Software, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dover Motorsports Inc)
Conversion of Merger Sub Capital Stock. 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 share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly validly issued, fully paid and non-assessable nonassessable share of common stock stock, par value $0.01 per share, of the Surviving CorporationCorporation (the “Surviving Corporation Common Stock”).
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each share of common stock, par value of $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each At and as of the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time Common Stock shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving CorporationCorporation Common Stock.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable share of common stock of the Surviving CorporationEntity, 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 Entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eloxx Pharmaceuticals, Inc.)
Conversion of Merger Sub Capital Stock. 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 exchanged for one newly and validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Kana Communications Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock Unit of the Surviving CorporationCompany.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any shares of common stock shall continue to evidence ownership of such share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Purple Innovation, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation (“Surviving Corporation Stock”), and all such shares together with any shares issued in respect of Converted Shares pursuant to Section 2.1(b) shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mam Software Group, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.00001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation, and such common stock of the Surviving Corporation issued upon such conversion shall constitute all of the issued and outstanding capital stock and equity interests of the Surviving Corporation immediately following the Effective Time.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each common 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 (1) newly issued, fully paid and non-assessable common share of common stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. 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 newly issued, fully paid and non-assessable share of common stock of the Surviving CorporationEntity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tradestation Group Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, no par value, of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each share of common stockThe 100 shares, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one 100 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Accredited Members Holding Corp)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per sharepar value, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock stock, $1.50 par value, of the Company as the Surviving Corporation. Upon consummation of the Merger, the Articles of Incorporation of the Company shall be amended to read substantially the same as the Certificate of Formation of Merger Sub.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frozen Food Express Industries Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub Sub’s capital stock that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving CorporationCompany Common Stock.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, stock of Merger Sub ("MERGER SUB COMMON STOCK"), issued and outstanding immediately prior to the Effective Time by virtue of the Merger and at the Effective Time and without further action of the part of any holder thereof shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving CorporationGoSolutions Common Stock.
Appears in 1 contract
Samples: Amended Agreement and Plan of Reorganization (Villageedocs Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and thereupon each certificate representing ownership of such shares of common stock of Merger Sub shall thereafter represent ownership of shares of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MAGNACHIP SEMICONDUCTOR Corp)
Conversion of Merger Sub Capital Stock. Each share of common stock, no 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 newly issued, fully paid and non-non- assessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately before the Effective Time shall be converted into and become one fully paid and non-assessable 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 newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. 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 be exchanged for one newly and validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall automatically be converted into and become one newly issued, fully paid and non-assessable share of common stock, no par value, of the Surviving Corporation such that, after giving effect to Section 2.1(b) hereof, Parent shall be the holder of all of the issued and outstanding shares of common stock of the Surviving CorporationCorporation immediately following the Merger.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each share of common stock, no 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 newly issued, (1) fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Multimedia Games Holding Company, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.00001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of capital stock of Merger Sub are so converted shall be the only shares of capital stock of the Surviving Corporation issued and outstanding immediately after the Effective Time.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. 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 exchanged for one newly and validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each share of common stock, par value of $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock stock, par value $0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bally Technologies, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation. It is the intention of the Parties that immediately after the Merger, Parent will own all of the issued and outstanding Capital Stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each issued and outstanding share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Sub common stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Surviving Corporation common stock into which such shares of Merger Sub common stock shall have been converted.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ask Jeeves Inc)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving CorporationAlliqua Common Stock.
Appears in 1 contract
Samples: Contribution Agreement and Plan of Merger (Alliqua BioMedical, Inc.)
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 .01 per share, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Altair Engineering Inc.)
Conversion of Merger Sub Capital Stock. Each share As of common stockthe Effective -------------------------------------- Time, par value $0.01 per share, by virtue of the Merger and without any further action on the part of the holders of any shares of Merger Sub Common Stock, each issued and outstanding immediately prior to the Effective Time share of Merger Sub Common Stock shall be converted into and become one newly issued, fully paid and non-assessable nonassessable share of common stock Common Stock, par value $0.001 per share, of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each share As of common stockthe Effective Time, par value $0.01 per share, of Merger Sub each issued and outstanding immediately prior to share of capital stock of the Effective Time shall Merger Sub will be converted into and become one newly validly issued, fully fully-paid and non-assessable share of common stock of the Surviving Corporation.
Appears in 1 contract
Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
