Common use of Conversion of Newco Shares Clause in Contracts

Conversion of Newco Shares. Each share of Newco Common Stock, par value $0.01 ("Newco Common Stock"), that is issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of the sole shareholder of Newco, be converted into and become one share of common stock of the Company, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company Common Stock that is issued and outstanding immediately after the Effective Time.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc)

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Conversion of Newco Shares. Each share of Newco Common Stockcommon stock, par value -------------------------- $0.01 .01, of Newco ("Newco Common Stock"), that is ) issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of the sole shareholder of Newco, Time shall be converted into one duly issued, validly authorized, fully paid and become one nonassessable share of common stock stock, par value $.01 per share, of the Company, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company Common Stock that is issued and outstanding immediately after the Effective TimeSurviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Conestoga Enterprises Inc), Agreement and Plan of Merger (Conestoga Enterprises Inc)

Conversion of Newco Shares. Each share of Newco Common Stockcommon stock, par value $0.01 .01, of Newco ("Newco Common StockNEWCO COMMON STOCK"), that is ) issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of the sole shareholder of Newco, Time shall be converted into one duly issued, validly authorized, fully paid and become one nonassessable share of common stock stock, par value $.01 per share, of the Company, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company Common Stock that is issued and outstanding immediately after the Effective TimeSurviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (D&e Communications Inc), Merger Agreement (D&e Communications Inc)

Conversion of Newco Shares. Each share of Newco Common Stock, par value $0.01 ("Newco Common Stock"), that is issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of the sole shareholder of Newco, be converted into and become one share of common stock of the Company, Company as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share shares of Company Common Stock that is issued and outstanding immediately after the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc)

Conversion of Newco Shares. Each share of Newco Common Stockcommon stock, par value $0.01 .004, of Newco ("Newco Common Stock"), that is “NEWCO COMMON STOCK”) issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of the sole shareholder of Newco, Time shall be converted into one duly issued, validly authorized, fully paid and become one nonassessable share of common stock stock, par value $.004 per share, of the Company, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company Common Stock that is issued and outstanding immediately after the Effective TimeSurviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Velocity Express Corp)

Conversion of Newco Shares. Each share of Newco Common Stock, par value $0.01 per share ("Newco Common Stock"), that is issued and outstanding immediately prior to the Effective Time, Time will, by virtue of the Merger and without further action on the part of the sole shareholder stockholder of Newco, be converted into and become one share of common stock of the Company, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company Common Stock that is issued and outstanding immediately after the Effective Time, and the shares of Company Common Stock into which the shares of Newco Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Micro Focus Group Public Limited Company)

Conversion of Newco Shares. Each share of Newco Common Stock, -------------------------- no par value $0.01 ("Newco Common Stock"), that is issued and outstanding immediately ------------------ prior to the Effective Time, Time will, by virtue of the Merger and without further action on the part of the sole shareholder stockholder of Newco, be converted into and become one (1) share of common stock of the Company, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company SecureIT Common Stock that is issued and outstanding immediately after the Effective Time, and the share of SecureIT Common Stock into which the shares of Newco Common Stock are so converted shall be the only share of capital stock of SecureIT that is issued and outstanding immediately after the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Verisign Inc/Ca)

Conversion of Newco Shares. Each share of Newco Common Stock, $0.01 par value $0.01 ("Newco Common Stock"), ) that is issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of the sole shareholder stockholder of Newco, will be converted into and become one (1) share of common stock of the Company, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company CFI Common Stock that is issued and outstanding immediately after the Effective Time, and the shares of CFI Common Stock into which the shares of Newco Common Stock are so converted shall be the only shares of CFI Stock that are issued and outstanding immediately after the effective time.

Appears in 1 contract

Samples: Merger Agreement (Prism Solutions Inc)

Conversion of Newco Shares. Each share of Newco Common Stock, par value $0.01 -------------------------- Stock ("Newco Common Stock"), that is issued and outstanding immediately prior ------------------ to the Effective Time, Time will, by virtue of the Merger and without further action on the part of the sole shareholder stockholder of Newco, be converted into and become one share of common stock of the Company, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company Common Stock that is issued and outstanding immediately after the Effective Time, and the shares of Company Common Stock into which the shares of Newco Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Verisign Inc/Ca)

Conversion of Newco Shares. Each share of Newco Common Stock, par value $0.01 0.001 per share ("Newco Common Stock"), that is issued and outstanding immediately prior to the Effective Time, Time will, by virtue of the Merger and without further action on the part of the sole shareholder stockholder of Newco, be converted into and become one share of common stock of the Company, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company Common Stock that is issued and outstanding immediately after the Effective Time., and the shares of Company Common Stock into which the shares of Newco Common Stock are

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tekelec)

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Conversion of Newco Shares. Each share of Newco Common Stock, par value $0.01 ("Newco Common Stock"), that is issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of the sole shareholder of Newco, be converted into and become one share of common stock of the Company, Certified as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company Certified Common Stock that is issued and outstanding immediately after the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Transit Group Inc)

Conversion of Newco Shares. Each share of Newco Common Stock, par value $0.01 ("Newco Common Stock"), that is issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of the sole shareholder of Newco, be converted into and become one share of common stock of the Company, as the surviving corporation, corporation that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company Common Stock that is issued and outstanding immediately after the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Transit Group Inc)

Conversion of Newco Shares. Each share of Newco Common Stock, par value $0.01 ("Newco Common Stock"), that is issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of the sole shareholder of Newco, be converted into and become one share of common stock of the CompanyNewco, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company Newco Common Stock that is issued and outstanding immediately after the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Transit Group Inc)

Conversion of Newco Shares. Each share of Newco Common Stockcommon stock, par value $0.01 .004, of Newco ("Newco Common StockNEWCO COMMON STOCK"), that is ) issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of the sole shareholder of Newco, Time shall be converted into one duly issued, validly authorized, fully paid and become one nonassessable share of common stock stock, par value $.004 per share, of the Company, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company Common Stock that is issued and outstanding immediately after the Effective TimeSurviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Cd&l Inc)

Conversion of Newco Shares. Each share of Newco Common Stock, par value $0.01 ("Newco Common Stock"), that is issued and outstanding immediately prior to the Effective Time, Time will, by virtue of the Merger and without further action on the part of the sole shareholder of Newco, be converted into and become one share of common stock of the Company, as the surviving corporation, Xxxxx Common Stock that is to be issued and outstanding immediately after the Effective Time, and the share of Xxxxx Common Stock into which the shares of Newco Common Stock are so converted shall be the only share of Company Common Xxxxx Stock that is issued and outstanding immediately after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Access Beyond Inc)

Conversion of Newco Shares. Each share of Newco Common Stock, $0.01 par value $0.01 ("Newco Common Stock"), that is issued and outstanding immediately prior to the Effective Time, Time will, by virtue of the Merger and without further action on the part of the sole shareholder stockholder of Newco, be converted into and become one (1) share of common stock of the Company, as the surviving corporation, that is to be issued and outstanding immediately after the Effective Time, which shall be the only share of Company CFI Common Stock that is issued and outstanding immediately after the Effective Time, and the shares of CFI Common Stock into which the shares of Newco Common Stock are so converted shall be the only shares of CFI Stock that are issued and outstanding immediately after the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Prism Solutions Inc)

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