Conversion of Merger Sub Stock. Each share of common stock of Merger Sub 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 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 into which they were converted in accordance with the immediately preceding sentence.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (Southern Community Financial Corp)
Conversion of Merger Sub Stock. Each share of common capital stock of Merger Sub issued and outstanding immediately prior to at the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation, following which, the Surviving Corporation shall be a 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 into which they were converted in accordance with the immediately preceding sentence.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sys), Agreement and Plan of Merger (Packetport Com), Agreement and Plan of Merger (Packetport Com)
Conversion of Merger Sub Stock. Each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, following which, which shares at such time shall comprise the Surviving Corporation shall be a 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 only outstanding shares of common capital stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentenceCorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Emagin Corp), Agreement and Plan of Merger (Harman International Industries Inc /De/), Agreement and Plan of Merger (Smithfield Foods Inc)
Conversion of Merger Sub Stock. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time Time, without any action on the part of the holder thereof, 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 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 into which they were converted in accordance with the immediately preceding sentence.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Alexanders J Corp), Agreement and Plan of Merger (Alexanders J Corp)
Conversion of Merger Sub Stock. Each At the Effective Time, each outstanding share of common stock of Merger Sub 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 CorporationCompany, following which, which shall constitute the Surviving Corporation shall be a 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 only outstanding capital stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentenceCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fintech Acquisition Corp V), Business Combination Agreement (MedTech Acquisition Corp)
Conversion of Merger Sub Stock. Each share of common stock of Merger Sub Sub, par value $0.01 per share, 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 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 into which they were converted in accordance with the immediately preceding sentence.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Ask Jeeves Inc), Agreement and Plan of Merger and Reorganization (Iac/Interactivecorp)
Conversion of Merger Sub Stock. Each share of common stock of Merger Sub Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share (other than shares of common stock of the Surviving CorporationMerger Sub Stock held in Merger Sub's treasury) shall, following which, the Surviving Corporation shall be a wholly owned Subsidiary of Parent. From and after at the Effective Time, all certificates representing by virtue of the common stock Subsidiary Merger and without any action on the part of Merger Sub shall the holder thereof, be deemed for all purposes to represent the number converted into one duly authorized, validly issued, fully paid nonassessable share of shares of common stock of the Subsidiary Surviving Corporation into which they were converted in accordance with the immediately preceding sentenceCorporation.
Appears in 2 contracts
Samples: Escrow Agreement (Alamosa PCS Holdings Inc), Escrow Agreement (Alamosa PCS Holdings Inc)
Conversion of Merger Sub Stock. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, at the Effective Time, be converted into and become one fully paid and nonassessable non assessable share of common stock of the Surviving Corporation, following which, the Surviving Corporation shall be a 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 into which they were converted in accordance with the immediately preceding sentencePurchaser.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA), Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)
Conversion of Merger Sub Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties, each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and shall become one fully paid and nonassessable share of common stock of the Surviving Corporation, following which, the Surviving Corporation shall be a 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 into which they were converted in accordance with the immediately preceding sentence.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citadel Broadcasting Co), Agreement and Plan of Merger (Citadel Broadcasting Corp)
Conversion of Merger Sub Stock. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully validly issued, fully-paid and nonassessable non-assessable share of common stock of the Surviving Corporation, following which, the Surviving Corporation shall be a 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 into which they were converted in accordance with the immediately preceding sentence.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Artesyn Technologies Inc), Agreement and Plan of Merger (Emerson Electric Co)
Conversion of Merger Sub Stock. Each share of common stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, following which, the Surviving Corporation shall be a 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 into which they were converted in accordance with the immediately preceding sentenceCompany.
Appears in 1 contract
Conversion of Merger Sub Stock. Each share of common stock of Merger Sub Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share (other than shares of common stock of the Surviving CorporationMerger Sub Stock held in Merger Sub's treasury) shall, following which, the Surviving Corporation shall be a wholly owned Subsidiary of Parent. From and after at the Effective Time, all certificates representing by virtue of the common stock Subsidiary Merger and without any action on the part of Merger Sub shall the holder thereof, be deemed for all purposes to represent the number converted into one duly authorized, validly issued, fully paid nonassessable share of shares of common stock of the Subsidiary Merger Surviving Corporation into which they were converted in accordance with the immediately preceding sentenceCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Alamosa PCS Holdings Inc)
Conversion of Merger Sub Stock. Each share of common capital stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation, following which, which shares shall constitute all of the issued and outstanding shares of the Surviving Corporation shall be a wholly owned Subsidiary of Parent. From and immediately 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 into which they were converted in accordance with the immediately preceding sentence.. (c)
Appears in 1 contract
Samples: Contents Agreement and Plan of Merger (Animal Health International, Inc.)
Conversion of Merger Sub Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of Merger Sub issued and Common Stock outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for one fully paid and nonassessable share of common stock of the Surviving Corporation, following which, Corporation and each certificate evidencing ownership of any such shares shall continue to evidence ownership of the Surviving Corporation shall be a 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 same number of shares of common the capital stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentenceCorporation.
Appears in 1 contract
Conversion of Merger Sub Stock. Each share of common capital stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation, following which, which shares shall constitute all of the issued and outstanding shares of the Surviving Corporation shall be a wholly owned Subsidiary of Parent. From and immediately 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 into which they were converted in accordance with the immediately preceding sentence.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Celebrate Express, Inc.)
Conversion of Merger Sub Stock. Each share The shares of common stock of any class or series of Merger Sub Stock (the "Merger Sub Stock") 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 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 into which they were converted in accordance with at the immediately preceding sentenceEffective Time having the same terms, rights and preferences.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amsouth Bancorporation)
Conversion of Merger Sub Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of their securities, each share of common stock of Merger Sub issued and Common Stock outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid and nonassessable non-assessable share of common stock Common Stock, par value $.01 per share of the Surviving Corporation, following which, the Surviving Corporation shall be a 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 into which they were converted in accordance with the immediately preceding sentence.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Solutionsamerica Inc)
Conversion of Merger Sub Stock. Each At the Effective Time of the Merger, by virtue of the Merger and without any action on the part of any party hereto or any holder of shares of stock of Merger Sub, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall of the Merger will be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, following which, Entity. Such shares will constitute the Surviving Corporation shall be a 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 only outstanding shares of common capital stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentenceEntity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Discovery Communications, Inc.)
Conversion of Merger Sub Stock. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable non-assessable share of common stock of Giant, as the Surviving Corporation, following which, surviving corporation in the Surviving Corporation shall be a 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 into which they were converted in accordance with the immediately preceding sentenceMerger.
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