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

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all of the capital 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 $0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, representing the capital stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Verso Paper Corp.), Merger Agreement (NewPage Holdings Inc.)

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Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all each share of the capital stock common stock, par value $0.01 per share, 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 $0.001 0.01 per share, of the Surviving Corporation and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, certificates representing the capital common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Samples: Merger Agreement (Waste Industries Usa Inc), Merger Agreement (Goldman Sachs Group Inc/)

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all each share of the capital stock common stock, par value $0.01 per share, 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 $0.001 0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, certificates representing the capital common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Samples: Merger Agreement (SafeStitch Medical, Inc.), Merger Agreement (Duke Energy CORP)

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, by virtue of the Merger and without any action on the part of the holder thereofpar value $0.01 per share, all of the capital stock of Merger Sub that is (the “Merger Sub Common Stock”) 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 $0.001 0.01 per share, of the Surviving Corporation Company 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 CorporationCompany. From and after the Effective Time, all certificatescertificates representing shares of Merger Sub Common Stock, if any, representing the capital stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation Company into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Samples: Merger Agreement (Black & Decker Corp), Merger Agreement (Stanley Works)

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all each share of the capital stock common stock, par value $0.01, 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 $0.001 per share0.001, of the Surviving Corporation and shall with the Remaining Shares constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, certificates representing the capital common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Samples: Merger Agreement (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (Dionex Corp /De)

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all each share of the capital stock common stock, par value $0.01 per share, 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 $0.001 0.01 per share, of the Surviving Corporation and shall with the Remaining Shares constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, certificates representing the capital common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (Kinder Morgan Inc)

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, by virtue of the Merger and without any action on the part of the holder thereofpar value $0.01 per share, all of the capital 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 non-assessable share of common stock, par value $0.001 0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares of common stock of Merger Sub so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, certificates representing the capital common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they such shares of common stock of Merger Sub were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (Belk Inc)

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, by virtue of the Merger and without any action on the part of the holder thereofpar value $0.01 per share, all of the capital 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 $0.001 0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares of common stock of Merger Sub so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, certificates representing the capital common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (Volt Information Sciences, Inc.)

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all each share of the capital stock common stock, par value $0.0001 per share, 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 $0.001 0.0001 per share, of the Surviving Corporation and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, certificates representing the capital common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (Wca Waste Corp)

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all each share of the capital stock common stock, no par value per share, 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, no par value $0.001 per share, of the Surviving Corporation and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, certificates representing the capital common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (Cerecor Inc.)

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all each share of the capital stock common stock, no par value, 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, no par value $0.001 per sharevalue, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, certificates representing the capital common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (Span America Medical Systems Inc)

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Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, by virtue of the Merger and without any action on the part of the holder thereofpar value $0.01 per share, all of the capital stock of in Merger Sub that is (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 0.01 per share, of the Surviving Corporation Company and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany. From and after the Effective Time, all certificates, if any, representing the capital stock shares of Merger Sub Common Stock and non-certificated shares of Merger Sub Common Stock held in book entry shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation Company into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (Madison Square Garden Entertainment Corp.)

Conversion of Merger Sub Common Stock. 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 thereof, all of the capital stock shares of Merger Sub that is issued and Common Stock, each share of Merger Sub Common Stock 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 $0.001 0.01 per share, of the Surviving Corporation and shall constitute ("Surviving Corporation Common Stock"). Each certificate which immediately prior to the only Effective Time represents a number of outstanding shares of capital stock of the Surviving Corporation. From Merger Sub Common Stock shall, from and after the Effective Time, all certificates, if any, representing the capital stock of Merger Sub shall be deemed for all purposes to represent the same number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentenceCommon Stock.

Appears in 1 contract

Samples: Merger Agreement (Gold Capital Corp /Co/)

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, by virtue of the Merger and without any action on the part of the holder thereofpar value $0.01 per share, all of the capital stock of Merger Sub that is (the “Merger Sub Common Stock”), 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 $0.001 0.01 per share, of the Surviving Corporation Entity 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 CorporationEntity. From and after the Effective Time, all certificatescertificates representing shares of Merger Sub Common Stock, if any, representing the capital stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation Entity into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (Robbins & Myers Inc)

Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all of the capital stock Each share of Merger Sub that is Common Stock 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 $0.001 0.01 per share, of the Surviving Corporation Company 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 CorporationCompany (other than any shares converted pursuant to Section 2.01(b)(ii)). From and after the Effective Time, all certificates, if any, certificates representing the capital stock shares of Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation Company into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (Headwaters Inc)

Conversion of Merger Sub Common Stock. 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 thereof, all of the capital stock shares of Merger Sub that is issued and Common Stock, each share of Merger Sub Common Stock 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 $0.001 0.01 per share, of the Surviving Corporation and shall constitute ("Surviving Corporation Common Stock"). Each certificate which immediately prior to the only Effective Time represents a number of outstanding shares of capital stock of the Surviving Corporation. From Merger Sub Common Stock shall, from and after the Effective Time, all certificates, if any, representing the capital stock of Merger Sub shall be deemed for all purposes to represent the same number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentenceCommon Stock.

Appears in 1 contract

Samples: Merger Agreement (Globex Mining Enterprises Inc /Fi)

Conversion of Merger Sub Common Stock. At the Effective TimeEach share of common stock, by virtue of the Merger and without any action on the part of the holder thereofpar value $0.01 per share, all of the capital 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 $0.001 0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares of common stock of Merger Sub so converted and, subject to Section 3.1(b), shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, certificates representing the capital common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (Era Group Inc.)

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