Common use of Conversion of Merger Sub Shares Clause in Contracts

Conversion of Merger Sub Shares. 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 validly issued, fully paid and nonassessable ordinary share, no par value, of the Surviving Corporation and shall constitute the only outstanding shares of the Surviving Corporation. From and after the Effective Time, the Surviving Corporation shall procure to issue the holders thereof certificates representing the number of ordinary shares of the Surviving Corporation into which such shares of Merger Sub were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (FGX International Holdings LTD)

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Conversion of Merger Sub Shares. 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 validly issued, fully paid and nonassessable ordinary share of common stock, par value $0.00001 per share, no par value, of the Surviving Corporation Entity and shall constitute the only outstanding shares of capital stock of the Surviving CorporationEntity. From and after the Effective Time, the Surviving Corporation shall procure to issue the holders thereof all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of ordinary shares of common stock of the Surviving Corporation Entity into which such shares of Merger Sub they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Ventrus Biosciences Inc)

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Conversion of Merger Sub Shares. 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 validly issued, fully paid and nonassessable ordinary share, no par value, membership interest of the Surviving Corporation Entity and shall constitute the only outstanding shares equity securities of the Surviving CorporationEntity. From and after the Effective Time, the Surviving Corporation shall procure to issue the holders thereof all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of ordinary shares membership interests of the Surviving Corporation Entity into which such shares of Merger Sub they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transgenomic Inc)

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