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

Conversion of Merger Sub Common Shares. 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 will be converted into and become one validly issued, fully paid and nonassessable common share, par value $0.01 per share, of the Surviving Corporation and will constitute the only outstanding capital shares of the Surviving Corporation (the “Surviving Shares”). From and after the Effective Time, all certificates representing the common shares of Merger Sub will be deemed for all purposes to represent the number of common shares of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (American Greetings Corp), Agreement and Plan of Merger (American Greetings Corp)

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Conversion of Merger Sub Common Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stockshare, without par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time will shall be converted into and become one validly issued, fully paid and nonassessable common share, without par value $0.01 per sharevalue, of the Surviving Corporation with the same rights, powers and will privileges as the shares so converted and shall constitute the only outstanding shares of capital shares stock of the Surviving Corporation (the “Surviving Shares”)Corporation. From and after the Effective Time, all certificates representing the common shares of Merger Sub will shall be deemed for all purposes to represent the number of common shares of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lesco Inc/Oh)

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