Common use of Conversion of Merger Sub Stock Clause in Contracts

Conversion of Merger Sub Stock. At the Effective Time, the shares of common stock of Merger Sub then issued and outstanding shall be converted into a like number of shares of common stock of the Surviving Corporation, which thereafter shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation. From and after the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of the authorized capital stock of Merger Sub.

Appears in 4 contracts

Samples: Merger Agreement (Microsemi Corp), Merger Agreement (Eldorado Bancorp), Merger Agreement (Commerce Security Bancorp Inc)

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Conversion of Merger Sub Stock. At the Effective Time, the shares Each share of common stock of Merger Sub then issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation, following which, the Surviving Corporation shall be a like wholly owned Subsidiary of Parent. 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 Corporation, Corporation into which thereafter shall constitute all of they were converted in accordance with the issued and outstanding shares of common stock of the Surviving Corporation. From and after the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of the authorized capital stock of Merger Subimmediately preceding sentence.

Appears in 3 contracts

Samples: Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Southern Community Financial Corp)

Conversion of Merger Sub Stock. At the Effective Time, the shares Each share of common capital stock of Merger Sub then issued and outstanding at the Effective Time shall be converted into a like number of shares and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation, which thereafter shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation. From and after the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of the authorized capital stock of Merger Sub.

Appears in 3 contracts

Samples: Merger Agreement (Packetport Com), Merger Agreement (Sys), Merger Agreement (Packetport Com)

Conversion of Merger Sub Stock. At the Effective Time, the shares Each share of common stock of Merger Sub then issued and outstanding immediately prior to the Effective Time, without any action on the part of the holder thereof, shall be converted into a like number of shares and become one fully paid and nonassessable share of common stock of the Surviving Corporation, which thereafter shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation. From and after the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of the authorized capital stock of Merger Sub.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Alexanders J Corp), Merger Agreement (Alexanders J Corp)

Conversion of Merger Sub Stock. At the Effective Time, the shares Each share of common capital stock of Merger Sub then issued and outstanding immediately prior to the Effective Time shall be converted into a like number of shares and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which thereafter shares at such time shall constitute all of comprise the issued and only outstanding shares of common capital stock of the Surviving Corporation. From and after the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of the authorized capital stock of Merger Sub.

Appears in 3 contracts

Samples: Merger Agreement (Emagin Corp), Merger Agreement (Harman International Industries Inc /De/), Merger Agreement (Smithfield Foods Inc)

Conversion of Merger Sub Stock. At the Effective Time, the shares Each share of common capital stock of Merger Sub then issued and outstanding immediately before the Effective Time shall be converted into a like number of shares one fully paid and nonassessable share of common stock of the Surviving Corporation, which thereafter shares shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation. From and Corporation immediately after the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of the authorized capital stock of Merger Sub.

Appears in 2 contracts

Samples: Merger Agreement (Animal Health International, Inc.), Merger Agreement (Celebrate Express, Inc.)

Conversion of Merger Sub Stock. At Subject to the provisions of this Agreement, at the Effective Time, all of the shares of common capital stock of Merger Sub then issued and outstanding immediately prior to the Merger shall be converted converted, by virtue of the Merger and without any action on the part of the holder thereof, into a like number one validly issued, fully paid and nonassessable share of shares of the common stock of the Surviving CorporationCorporation (the “Surviving Corporation Common Stock”), which thereafter share of the Surviving Corporation Common Stock shall be owned by Parent and which shall constitute all of the issued and outstanding shares of common capital stock of the Surviving Corporation. From and after the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of the authorized capital stock of Merger Sub.

Appears in 2 contracts

Samples: Merger Agreement (Stifel Financial Corp), Merger Agreement (Bankatlantic Bancorp Inc)

Conversion of Merger Sub Stock. At the Effective Time, each share of common stock of Merger Sub that is issued and outstanding immediately before the Effective Time will be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of common stock of Merger Sub then are so converted shall be the only shares of Company Common Stock that are issued and outstanding shall be converted into a like number immediately after the Effective Time. Each certificate evidencing ownership of shares of common stock of Merger Sub will evidence ownership of such shares of common stock of the Surviving Corporation, which thereafter shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation. From and after the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of the authorized capital stock of Merger Sub.

Appears in 2 contracts

Samples: Merger Agreement (Identiv, Inc.), Merger Agreement (Sigma Designs Inc)

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Conversion of Merger Sub Stock. At the Effective Time, the shares Each share of common stock of Merger Sub then issued and outstanding immediately prior to the Effective Time shall be converted into a like number of shares one validly issued, fully-paid and non-assessable share of common stock of the Surviving Corporation, which thereafter shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation. From and after the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of the authorized capital stock of Merger Sub.

Appears in 2 contracts

Samples: Merger Agreement (Emerson Electric Co), Merger Agreement (Artesyn Technologies Inc)

Conversion of Merger Sub Stock. At the Effective Time, the shares Each share of common stock of Merger Sub then issued and outstanding shall immediately prior to the Effective Time shall, at the Effective Time, be converted into a like number of shares one fully paid and non assessable share of common stock of the Surviving Corporation, which thereafter shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation. From and after the Effective Timefollowing which, the authorized capital stock of the Surviving Corporation shall consist be a wholly owned Subsidiary of the authorized capital stock of Merger SubPurchaser.

Appears in 2 contracts

Samples: Merger Agreement (Fresenius Medical Care AG & Co. KGaA), Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)

Conversion of Merger Sub Stock. At the Effective Time, the shares Each share of common stock of the Merger Sub then issued and outstanding immediately prior to the Effective Time shall be converted into a like number of shares and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which thereafter shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation. From and after the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of the authorized capital stock of Merger SubCompany.

Appears in 1 contract

Samples: Merger Agreement (Boston Beer Co Inc)

Conversion of Merger Sub Stock. At As a result of the Effective TimeMerger, all of the shares of common stock of Merger Sub then issued and outstanding shall be converted into a like number of shares of common stock of the Surviving CorporationCorporation with the same rights, which thereafter powers and privileges as the shares so converted, and such shares shall constitute all of the issued and only outstanding shares of common stock of the Surviving Corporation. From and after Corporation following the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of the authorized capital stock of Merger Sub.

Appears in 1 contract

Samples: Merger Agreement (Eon Communications Corp)

Conversion of Merger Sub Stock. At the Effective Time, each share of Merger Sub common stock that is issued and outstanding immediately prior to the shares Effective Time will be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation (as defined below). Each certificate evidencing ownership of shares of Merger Sub then issued and outstanding shall be converted into a like number common stock will evidence ownership of such shares of common stock of the Surviving Corporation, which thereafter shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation. From and after the Effective Time, the authorized capital stock of the Surviving Corporation shall consist of the authorized capital stock of Merger Sub.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Flextronics International LTD)

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