Conversion of Merger Sub Capital Stock. At the Effective Time, 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 automatically converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Company and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Company. Each stock certificate of Merger Sub evidencing ownership of any shares of Merger Sub Common Stock shall continue to evidence ownership of shares of capital stock of the Surviving Company.
Appears in 2 contracts
Samples: Merger Agreement (Maxtor Corp), Merger Agreement (Seagate Technology)
Conversion of Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Holding, Comsys, Partners, the Company, Merger Sub or any Holding Stockholder, each share of Common Stockcommon stock, par value $0.01 .01 per share, of Merger Sub (the “Merger Sub Common Stock”"MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall will be automatically converted into one validly issued, fully paid and nonassessable share of common stock stock, par value $.01 per share, of the Surviving Company and shall thereafter constitute all of the issued and outstanding capital stock of the Surviving CompanyEntity ("SURVIVING ENTITY COMMON STOCK"). Each stock certificate which immediately prior to the Effective Time represents a number of Merger Sub evidencing ownership of any outstanding shares of Merger Sub Common Stock shall continue to evidence ownership will, from and after the Effective Time, for all purposes represent the same number of shares of capital stock of the Surviving CompanyEntity Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Venturi Partners Inc), Merger Agreement (Venturi Partners Inc)