Common use of Conversion of Merger Sub Stock Clause in Contracts

Conversion of Merger Sub Stock. Each share of Merger Sub Stock issued and outstanding immediately prior to the Effective Time (other than shares of Merger Sub Stock held in Merger Sub's treasury) shall, at the Effective Time, by virtue of the Subsidiary Merger and without any action on the part of the holder thereof, be converted into one duly authorized, validly issued, fully paid nonassessable share of stock of the Subsidiary Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Alamosa PCS Holdings Inc), Agreement and Plan of Reorganization (Alamosa PCS Holdings Inc)

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Conversion of Merger Sub Stock. Each share of Merger Sub Stock issued and outstanding immediately prior to the Effective Time (other than shares of Merger Sub Stock held in Merger Sub's treasury) shall, at At the Effective Time, by virtue of the Subsidiary Merger and without any action on the part of the any holder thereof, each share of Merger Sub Common Stock outstanding immediately prior to the Effective Time shall be converted into and exchangeable for one duly authorized, validly issued, fully paid nonassessable share of common stock of the Subsidiary Surviving Corporation and each certificate evidencing ownership of any such shares shall continue to evidence ownership of the same number of shares of the capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Orion Ethanol, 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 Stock issued and outstanding immediately prior to the Effective Time (other than shares of Merger Sub Stock held in Merger Sub's treasury) shall, at the Effective Time, by virtue of the Subsidiary Merger and without any action on the part of the holder thereof, will be converted into and become one duly authorized, validly issued, fully paid and nonassessable share of common stock of the Subsidiary Surviving CorporationEntity. Such shares will constitute the only outstanding shares of capital stock of the Surviving Entity.

Appears in 1 contract

Samples: Merger Agreement (Discovery Communications, Inc.)

Conversion of Merger Sub Stock. Each share At the Effective Time of Merger Sub Stock the Merger, each of the issued and outstanding shares of the Merger Sub common stock outstanding immediately prior to before the Effective Time (other than shares of Merger Sub Stock held in Merger Sub's treasury) shall, at the Effective Timeshall be converted, by virtue of the Subsidiary Merger and without any further action on the part of the holder holders thereof, be converted into one duly authorized, validly issued, fully paid nonassessable (1) share of stock of the Subsidiary Surviving CorporationCompany Common Stock.

Appears in 1 contract

Samples: Merger Agreement (Theglobe Com Inc)

Conversion of Merger Sub Stock. Each share of Merger Sub Stock issued and outstanding immediately prior to the Effective Time (other than shares of Merger Sub Stock held in Merger Sub's treasury) shall, at At the Effective Time, by virtue of the Subsidiary Merger and without any action on the part of Dreams, Merger Sub, the holder thereofCompany or the holders of any of their securities, each share of capital stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one duly authorized, validly issued, fully paid nonassessable share of the common stock of the Subsidiary Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Dreams Inc)

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Conversion of Merger Sub Stock. Each share of Merger Sub Stock issued and outstanding immediately prior to the Effective Time (other than shares of Merger Sub Stock held in Merger Sub's treasury) shall, at the Effective Time, by virtue of the Subsidiary Merger and without any action on the part of the holder thereof, be converted into one duly authorized, validly issued, fully paid nonassessable share of stock of the Subsidiary Merger Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Alamosa PCS Holdings Inc)

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 any shareholder of the Company, each share of Merger Sub Stock common stock that is issued and outstanding immediately prior to the Effective Time (other than shares of Merger Sub Stock held in Merger Sub's treasury) shall, at the Effective Time, by virtue of the Subsidiary Merger and without any action on the part of the holder thereof, will be converted into one duly authorized, validly issued, fully paid and nonassessable share of common stock of the Subsidiary Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub common stock will evidence ownership of such shares of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Merge Healthcare Inc)

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