Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 45 contracts
Samples: Merger Agreement (Smith & Nephew PLC), Merger Agreement (Osiris Therapeutics, Inc.), Merger Agreement (Restaurant Brands International Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 38 contracts
Samples: Merger Agreement (Accelrys, Inc.), Merger Agreement (DRS Technologies Inc), Merger Agreement (Cambridge Display Technology, Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 35 contracts
Samples: Merger Agreement (Morphic Holding, Inc.), Merger Agreement (TSR Inc), Merger Agreement (Alpine Immune Sciences, Inc.)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock Shares or any shares of capital stock of Parent or Sub:
Appears in 33 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Lucent Technologies Inc), Merger Agreement (Asahi America Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of the Company, Parent or Merger Sub:
Appears in 19 contracts
Samples: Agreement and Plan of Merger (Spartech Corp), Merger Agreement (Polyone Corp), Merger Agreement (API Technologies Corp.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the any holder of any shares of Company Common Stock or any holder of shares of capital stock of Parent or Sub:
Appears in 16 contracts
Samples: Merger Agreement (International Home Foods Inc), Merger Agreement (Ply Gem Industries Inc), Merger Agreement (Tmil Corp)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 14 contracts
Samples: Merger Agreement (Cogent Communications Group Inc), Merger Agreement (Cogent Communications Group Inc), Merger Agreement (Cogent Communications Group Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 14 contracts
Samples: Merger Agreement (Interwave Communications International LTD), Merger Agreement (Ajk Enterprises Inc), Merger Agreement (Gynecare Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder Company, Parent, Merger Sub or the holders of any shares of Company Common Stock or any shares of capital stock of Parent or SubMerger Sub Common Stock:
Appears in 11 contracts
Samples: Merger Agreement (IsoPlexis Corp), Merger Agreement (Berkeley Lights, Inc.), Merger Agreement (Madison Square Garden Entertainment Corp.)
Effect on Capital Stock. At Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder Company or the holders of any shares of Company Common Stock or any shares of capital stock of Parent or SubStock:
Appears in 11 contracts
Samples: Merger Agreement (Alexza Pharmaceuticals Inc.), Merger Agreement (Synergetics Usa Inc), Merger Agreement (Teva Pharmaceutical Industries LTD)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Subthe following securities:
Appears in 10 contracts
Samples: Merger Agreement (Frischs Restaurants Inc), Merger Agreement (Harris Teeter Supermarkets, Inc.), Merger Agreement (Kroger Co)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or the holder of any shares of capital stock of Parent or Sub:
Appears in 10 contracts
Samples: Merger Agreement (G I Holdings Inc), Merger Agreement (Continental Circuits Corp), Merger Agreement (Triad Systems Corp)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Sub or the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 9 contracts
Samples: Merger Agreement (Black Knight, Inc.), Merger Agreement (Covance Inc), Merger Agreement (Laboratory Corp of America Holdings)
Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any of the Parties or the holder of any shares of Company Common Stock or any shares of capital common stock of Parent or Merger Sub:
Appears in 8 contracts
Samples: Merger Agreement, Merger Agreement (KMG Chemicals Inc), Merger Agreement (Vca Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 7 contracts
Samples: Merger Agreement (Snap One Holdings Corp.), Merger Agreement (Resideo Technologies, Inc.), Merger Agreement (Chinook Therapeutics, Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock Stock”) or any shares of capital stock of Parent or Merger Sub:
Appears in 7 contracts
Samples: Merger Agreement (Horizon Lines, Inc.), Merger Agreement (Matson, Inc.), Merger Agreement (Authentec Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 6 contracts
Samples: Merger Agreement (NGM Biopharmaceuticals Inc), Merger Agreement (XOMA Corp), Merger Agreement (Kinnate Biopharma Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Sub, the holder Company or the holders of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 6 contracts
Samples: Merger Agreement (Anchor Gaming), Merger Agreement (International Game Technology), Merger Agreement (International Game Technology)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Capital Stock or any shares of capital stock of Parent or Sub:
Appears in 6 contracts
Samples: Merger Agreement (Sterling Chemicals Inc), Merger Agreement (Authentec Inc), Merger Agreement (Readers Digest Association Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Company Stockholder or the holder of any shares of Company Common Stock or any shares of the capital stock of Parent or Merger Sub:
Appears in 6 contracts
Samples: Merger Agreement (Triple Crown Media, Inc.), Merger Agreement (Alcatel), Merger Agreement (Gray Television Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any further action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of the Company, Parent or Merger Sub:
Appears in 6 contracts
Samples: Merger Agreement (QRS Corp), Merger Agreement (Autonomy Corp PLC), Merger Agreement (Virage Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action (except as provided in Section 4.5 and in this Section 2.1) on the part of Sub, Parent, Company, or the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:(“Company Shares”):
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Flow International Corp), Agreement and Plan of Merger (Covance Inc), Merger Agreement (Flow International Corp)
Effect on Capital Stock. At As of the Effective TimeTime of the Merger, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 5 contracts
Samples: Merger Agreement (Homestake Mining Co /De/), Merger Agreement (Allwaste Inc), Merger Agreement (Newmont Mining Corp)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock Shares or any shares of capital stock of Parent or Merger Sub:
Appears in 5 contracts
Samples: Merger Agreement (Communications Systems Inc), Merger Agreement (Cti Group Holdings Inc), Merger Agreement (Facet Biotech Corp)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock Stock, or any shares of capital stock of Parent or Merger Sub:
Appears in 5 contracts
Samples: Merger Agreement (Cardinal Health Inc), Merger Agreement (Cardinal Health Inc), Merger Agreement (Viasys Healthcare Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company the Common Stock or any shares of capital stock of Parent or SubPurchaser:
(a) Common Stock of Purchaser. Each share of common stock of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one share of the common stock of the Surviving Corporation.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Murdock David H), Merger Agreement (Dole Food Co Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 5 contracts
Samples: Merger Agreement (Tejas Inc), Merger Agreement (Tejas Inc), Merger Agreement (Symantec Corp)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder Company or the holders of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 5 contracts
Samples: Merger Agreement (King Pharmaceuticals Inc), Merger Agreement (United Retail Group Inc/De), Merger Agreement (Chattem Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the holder of any shares of Company Common Stock or any shares holder of capital stock of Parent Parent, Merger Sub or Subthe Company:
Appears in 4 contracts
Samples: Merger Agreement (Homie Recipes, Inc.), Merger Agreement (Altira Group LLC), Merger Agreement (L2 Medical Development Co)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares the sole member of capital stock of Parent or Sub:
Appears in 4 contracts
Samples: Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of the Company, Parent or Sub:
Appears in 4 contracts
Samples: Merger Agreement (Clark Inc), Merger Agreement (McLeodusa Inc), Merger Agreement (Chemfirst Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or SubMerger Subsidiary:
Appears in 4 contracts
Samples: Merger Agreement (Gaylord Container Corp /De/), Merger Agreement (Computer Associates International Inc), Merger Agreement (Gaylord Container Corp /De/)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder Company, Parent, Merger Sub or the holders of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 4 contracts
Samples: Merger Agreement (Verizon Communications Inc), Merger Agreement (Frontier Communications Parent, Inc.), Merger Agreement (Tabula Rasa HealthCare, Inc.)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 4 contracts
Samples: Merger Agreement (SFX Entertainment, INC), Merger Agreement (Genesis Eldercare Acquisition Corp), Merger Agreement (Multicare Companies Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Sub, the Company or the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 4 contracts
Samples: Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Jorgensen Earle M Co /De/)
Effect on Capital Stock. At Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder Company or the holders of any shares of Company Common Stock or of any shares of capital stock of Parent or Merger Sub:
Appears in 4 contracts
Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Perceptive Advisors LLC), Merger Agreement (Penwest Pharmaceuticals Co)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or any holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 4 contracts
Samples: Merger Agreement (Carters Inc), Merger Agreement (Oshkosh B Gosh Inc), Merger Agreement (I Stat Corporation /De/)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent or Merger Sub or any holder of any shares of common stock, no par value per share, of the Company (“Company Common Stock Stock”) or any shares of capital stock of Parent or Merger Sub:
Appears in 4 contracts
Samples: Merger Agreement (Piedmont Natural Gas Co Inc), Merger Agreement (Duke Energy CORP), Merger Agreement
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $.01 per share, of the Company (“Company Common Stock Stock”) or any shares of capital stock of Parent or Merger Sub:
Appears in 4 contracts
Samples: Merger Agreement (Aeroways, LLC), Merger Agreement (Cke Restaurants Inc), Merger Agreement (Cke Restaurants Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any of the outstanding shares of the common stock, par value $0.001 per share, of the Company (“Company Common Stock Stock”) or any shares of capital stock of Parent or Merger Sub:
Appears in 4 contracts
Samples: Merger Agreement (Altra Industrial Motion Corp.), Merger Agreement (Regal Rexnord Corp), Merger Agreement (Abbott Laboratories)
Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of United, Continental, Merger Sub or the holder of any shares of Company Continental Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement, Merger Agreement (Ual Corp /De/)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock capital stock of Target or any shares of capital stock of Parent or Merger Sub:
Appears in 4 contracts
Samples: Merger Agreement (Rubicon Financial Inc), Merger Agreement (Rubicon Financial Inc), Merger Agreement (Rubicon Financial Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger I and without any action on the part of Parent, Merger Sub I or the Company, or the holder of any shares share of Company Common Stock or any shares of capital stock of Parent or SubStock:
Appears in 4 contracts
Samples: Merger Agreement (ExOne Co), Merger Agreement (Desktop Metal, Inc.), Merger Agreement (Flir Systems Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock Shares or Class B Shares or any shares of capital stock of Parent or Sub:
Appears in 4 contracts
Samples: Merger Agreement (Gidwitz Ronald J), Merger Agreement (Wallace Computer Services Inc), Merger Agreement (Graphic Industries Inc)
Effect on Capital Stock. At As of the Effective TimeTime of the Merger, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or SubMergerCo:
Appears in 4 contracts
Samples: Merger Agreement (Signature Brands Usa Inc), Merger Agreement (Sunbeam Corp/Fl/), Merger Agreement (Sunbeam Corp/Fl/)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder Company, Parent, Merger Sub or the holders of any shares of Company Common Stock or any shares of capital stock of the Company, Parent or Merger Sub:
Appears in 3 contracts
Samples: Merger Agreement (Marlin Business Services Corp), Merger Agreement (Scana Corp), Merger Agreement (Suncom Wireless Holdings, Inc.)
Effect on Capital Stock. At the Effective Time, by By virtue of the Merger and without any action on the part of any holder of the Shares or the holder of any the shares of Company Common Stock or any shares of capital common stock of Parent or SubAlpha Acquisition, as of the Effective Time:
Appears in 3 contracts
Samples: Merger Agreement (Extendicare Inc /Can/), Merger Agreement (Extendicare Health Services Inc), Merger Agreement (Assisted Living Concepts Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder Company or holders of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 3 contracts
Samples: Merger Agreement (Avedro Inc), Agreement and Plan of Merger (Sunedison, Inc.), Agreement and Plan of Merger (Vivint Solar, Inc.)
Effect on Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any further action on the part of the Company, Parent, Merger Sub or any holder of any shares of Company Common Stock or any shares of capital stock of Company, Parent or Merger Sub:
Appears in 3 contracts
Samples: Merger Agreement (PeopleSupport, Inc.), Merger Agreement (Francisco Partners II LP), Merger Agreement (Quadramed Corp)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital common stock of Parent or Acquisition Sub:
Appears in 3 contracts
Samples: Merger Agreement (Metaldyne Corp), Agreement and Plan of Merger (Metaldyne Corp), Agreement and Plan of Merger (Masco Corp /De/)
Effect on Capital Stock. At As of the Effective ------------------------ Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock Shares or Class B Shares or any shares of capital stock of Parent or Sub:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Conopco Acquisition Co Inc), Merger Agreement (Curtis Helene Industries Inc /De/), Merger Agreement (Curtis Helene Industries Inc /De/)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Acquiror, Sub, the Company or any holder of any shares of Company Common Stock Shares or any shares of capital stock of Parent or Sub:
Appears in 3 contracts
Samples: Merger Agreement (Mellanox Technologies, Ltd.), Merger Agreement (Ezchip Semiconductor LTD), Merger Agreement (PMC Sierra Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of capital stock of the Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 3 contracts
Samples: Merger Agreement (United Rentals, Inc.), Merger Agreement (Biotelemetry, Inc.), Merger Agreement
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the any holder of any shares of Company CFDL Common Stock or any of shares of the capital stock of Parent or Sub:
Appears in 3 contracts
Samples: Merger Agreement (China 3C Group), Merger Agreement (China Us Bridge Capital Ltd.), Merger Agreement (China 3C Group)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder Company, Parent, Merger Sub or the holders of any shares of Company Common Stock or any other capital stock of the Company, or any shares of capital stock of Parent or Merger Sub:
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Hewlett Packard Enterprise Co), Merger Agreement (Nimble Storage Inc)
Effect on Capital Stock. At the Effective Time, by virtue ----------------------- of the Merger and without any action on the part of the holder of any shares of Company Dart Common Stock or the holder of any shares of capital stock of Parent or SubMerger Subsidiary:
Appears in 3 contracts
Samples: Merger Agreement (Dart Group Corp), Merger Agreement (Dart Group Corp), Merger Agreement (Richfood Holdings Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the any party to this Agreement or any holder of any shares of Company Common Stock or any shares of the capital stock of Parent the Company, SpinCo, Merger Sub or SubParent:
Appears in 3 contracts
Samples: Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Avista Public Acquisition Corp. II), Merger Agreement (3m Co)
Effect on Capital Stock. At As of the Effective TimeTime of the Merger, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 3 contracts
Samples: Merger Agreement (Stant Corp), Merger Agreement (Tomkins PLC), Merger Agreement (Lazard Freres Real Estate Investors LLC)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the any holder of any shares of Company Common Stock Stock, shares of Special Preferred Stock, par value $.01 per share, of the Company (the "Special Preferred Stock") or any holder of shares of capital stock of Parent or Sub:
Appears in 3 contracts
Samples: Merger Agreement (Res Acquisition Corp), Merger Agreement (Republic Engineered Steels Inc), Merger Agreement (Republic Engineered Steels Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 3 contracts
Samples: Merger Agreement (MyoKardia, Inc.), Merger Agreement (Fresh Market, Inc.), Merger Agreement (Fresh Market, Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of the holder of any shares of Company Common Stock Company, Parent, Merger Sub or any shares Company Stockholder or any stockholder of capital stock of Parent or SubParent:
Appears in 3 contracts
Samples: Merger Agreement (Mantech International Corp), Merger Agreement (JDS Uniphase Corp /Ca/), Merger Agreement (Navisite Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and automatically without any action on the part of the any holder of any shares of Company Common Stock or any shares of capital stock of Parent Parent, Merger Sub or Subthe Company, respectively:
Appears in 3 contracts
Samples: Merger Agreement (Legend Oil & Gas, Ltd.), Merger Agreement (New Western Energy Corp), Merger Agreement (Inncardio, Inc)
Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company, Merger Sub or the holder of any shares of Company Common Stock or any shares of capital common stock of Parent or Merger Sub:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (QLT Inc/Bc), Agreement and Plan of Merger (Insite Vision Inc), Merger Agreement (Insite Vision Inc)
Effect on Capital Stock. At As of the Effective Time, by ----------------------- virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 3 contracts
Samples: Merger Agreement (Regency Health Services Inc), Merger Agreement (Sun Healthcare Group Inc), Agreement and Plan of Merger (Sun Healthcare Group Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Capital Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 3 contracts
Samples: Merger Agreement (PAETEC iTel, L.L.C.), Merger Agreement (Blue Martini Software Inc), Merger Agreement (Hanover Direct Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 3 contracts
Samples: Merger Agreement (Henry Jack & Associates Inc), Merger Agreement (Central Parking Corp), Merger Agreement (Goldleaf Financial Solutions Inc.)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Target Common Stock or any shares of capital stock of Parent or Sub:
Appears in 3 contracts
Samples: Merger Agreement (Exactis Com Inc), Merger Agreement (Houghton Mifflin Co), Merger Agreement (24/7 Media Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of any shares of Company Common Stock or any shares of capital stock of Parent or Subthe other securities described below:
Appears in 3 contracts
Samples: Merger Agreement (J. Alexander's Holdings, Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Alexanders J Corp)
Effect on Capital Stock. At Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder Company or the holders of any shares of common stock, no par value, of the Company (“Company Common Stock or any shares of capital stock of Parent or Sub:Stock”):
Appears in 3 contracts
Samples: Merger Agreement (Sphere 3D Corp), Merger Agreement (Overland Storage Inc), Merger Agreement (Provena Foods Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the any holder of any shares of Company Common Stock Shares or any shares of capital stock of Parent or SubAcquisition:
(a) Common Stock of Acquisition. --------------------------- Each share of common stock, par value $.01 per share, of Acquisition that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Computer Sciences Corp), Merger Agreement (Policy Management Systems Corp), Merger Agreement (Computer Sciences Corp)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the any holder of any shares of Company Common Stock or any shares of capital stock of Parent Merger Sub or Sub:CENFED Common Stock (as defined in Section 3.3(c)):
Appears in 2 contracts
Samples: Merger Agreement (Golden State Bancorp Inc), Merger Agreement (Cenfed Financial Corp)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of Company Common Stock Shares or any shares of capital stock of Parent or Merger Sub:
Appears in 2 contracts
Samples: Merger Agreement (Hospitality Distribution Inc), Merger Agreement (Cec Entertainment Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger Share Exchange and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 2 contracts
Samples: Share Exchange Agreement (Millipore Corp /Ma), Share Exchange Agreement (Millipore Corp /Ma)
Effect on Capital Stock. At the Effective Time, by By virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or the holder of any shares of capital stock of Parent or SubCamden:
Appears in 2 contracts
Samples: Merger Agreement (Camden Property Trust), Merger Agreement (Paragon Group Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, the Parent Entities, Sub or the holder of any shares of Company Common Capital Stock or any shares of capital stock of Parent or Sub:
Appears in 2 contracts
Samples: Merger Agreement (British American Tobacco p.l.c.), Merger Agreement (Reynolds American Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the ----------------------- Merger and without any action on the part of Parent, Merger Sub, Company or the holder holders of any shares of Company Common Stock or any shares of capital stock of Parent or Subthe following securities:
Appears in 2 contracts
Samples: Merger Agreement (E Trade Group Inc), Merger Agreement (E Trade Group Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company FoxHollow Common Stock or any shares of capital stock of Parent or SubStock:
Appears in 2 contracts
Samples: Merger Agreement (Ev3 Inc.), Merger Agreement (Foxhollow Technologies, Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder Reorganized Company, Parent, the holders of any shares Common Stock, the holders of Company Common Stock any equity interests in Parent or any shares of capital stock of Parent or Subother Person:
Appears in 2 contracts
Samples: Purchase Agreement (Ovation Acquisition I, L.L.C.), Purchase Agreement (Energy Future Competitive Holdings Co LLC)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock Stock, the Class B Special Voting Share, any LP Exchangeable Units or any shares of capital stock of Parent or Sub:
Appears in 2 contracts
Samples: Merger Agreement (CD&R Associates VIII, Ltd.), Merger Agreement (Emergency Medical Services CORP)
Effect on Capital Stock. At Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder Company or the holders of any shares of Company Common Stock or of any shares of capital stock of Parent or Merger Sub:
Appears in 2 contracts
Samples: Merger Agreement (Forestar Group Inc.), Merger Agreement (Horton D R Inc /De/)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Company Common Stock or any shares of capital stock of Parent or Merger Sub:
Appears in 2 contracts
Samples: Merger Agreement (Mg Waldbaum Co), Merger Agreement (Mg Waldbaum Co)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock (other than the requisite adoption of the Merger by the stockholders of the Company) or any shares of capital stock of Parent or Sub (other than the requisite adoption of the Merger by Parent as the sole stockholder of Sub:, which adoption has been obtained):
Appears in 2 contracts
Samples: Merger Agreement (Paxar Corp), Merger Agreement (Avery Dennison Corporation)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder Company, Parent, Merger Sub or the holders of any shares securities of Company the Company, Parent or Merger Sub:
(a) Parent Common Stock or any shares Stock. Each share of capital stock common stock, par value $1.00 per share, of Parent or Sub:(the “Parent Common Stock”) issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dionex Corp /De), Merger Agreement (Thermo Fisher Scientific Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any of the outstanding shares of the common stock, no par value per share, of the Company (“Company Common Stock Shares”) or any shares of capital stock of Parent or Merger Sub:
Appears in 2 contracts
Samples: Merger Agreement (Fresenius SE & Co. KGaA), Merger Agreement (Akorn Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of the Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 2 contracts
Samples: Merger Agreement (Collateral Therapeutics Inc), Merger Agreement (Collateral Therapeutics Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of Class A common stock, par value $0.01 per share, of the Company (the “Company Common Stock Stock”) or any shares of capital stock of Parent or Merger Sub:
Appears in 2 contracts
Samples: Merger Agreement (Health Management Associates, Inc), Merger Agreement (Community Health Systems Inc)
Effect on Capital Stock. At the Effective Time, by virtue of ----------------------- the Merger and without any action on the part of the any holder of any shares of Company Common Stock Shares or any other shares of capital stock of Parent Company or SubPurchaser:
(a) Common Stock of Purchaser. Each share of common stock, par ------------------------- value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and
Appears in 2 contracts
Samples: Merger Agreement (Interlink Computer Sciences Inc), Merger Agreement (Sterling Software Inc)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Existing Parent, New Parent, Merger Sub or the holder holders of any shares securities of Company Common Stock or any shares of capital stock of Existing Parent, New Parent or Merger Sub:
Appears in 2 contracts
Samples: Contribution Agreement and Plan of Merger (New PennyMac Financial Services, Inc.), Contribution Agreement and Plan of Merger (New PennyMac Financial Services, Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the any holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 2 contracts
Samples: Merger Agreement (Hill-Rom Holdings, Inc.), Merger Agreement (Igen International Inc /De)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of any shares of Company Common Stock or any shares of capital stock of Parent or Subthereof:
Appears in 2 contracts
Samples: Merger Agreement (Penn Virginia Corp), Merger Agreement (Denbury Resources Inc)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or SubCompany Series B Preferred Stock:
Appears in 2 contracts
Samples: Merger Agreement (Lukens Inc), Merger Agreement (Bethlehem Steel Corp /De/)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Sub or the holder of any shares of capital stock of the Company Common Stock or any shares of capital stock of Parent or Sub:
Appears in 2 contracts
Samples: Merger Agreement (Cyan Inc), Merger Agreement (Ciena Corp)
Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or SubPurchaser:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sixx Holdings Inc), Stock Purchase Agreement (Bailey Lee Ann)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any member interests of Parent or shares of capital stock of Parent or Sub:
Appears in 2 contracts
Samples: Merger Agreement (Speedway Motorsports Inc), Merger Agreement (International Speedway Corp)
Effect on Capital Stock. (a) At the Effective Time, by virtue of the Initial Merger and without any action on the part of any of the Parties or the holder of any shares of Company Common Stock or any shares of capital stock of Parent or SubMerger Sub common stock:
Appears in 2 contracts
Samples: Merger Agreement (Littelfuse Inc /De), Merger Agreement (Ixys Corp /De/)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Company Common Stock Stock, or of any shares of capital stock of Parent or Merger Sub:
Appears in 2 contracts
Samples: Merger Agreement (Bed Bath & Beyond Inc), Merger Agreement (Cost Plus Inc/Ca/)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the parties, or the holder of any shares of Company Common Capital Stock of Merger Sub or any shares of capital stock of Parent or SubIronman:
Appears in 2 contracts
Samples: Merger Agreement (Stratasys Ltd.), Merger Agreement (Desktop Metal, Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder Company, Parent, US Parent, Merger Sub or the holders of any shares of Company Common Stock or any shares of capital stock of the Company, Parent, US Parent or Merger Sub:
Appears in 2 contracts
Samples: Merger Agreement (Transcanada Corp), Merger Agreement (Columbia Pipeline Group, Inc.)
Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holder of any shares of Company Common Stock or any shares of capital stock of Parent Parent, Merger Sub or Subthe Company:
Appears in 2 contracts
Samples: Merger Agreement (Cifc LLC), Merger Agreement (Artio Global Investors Inc.)
Effect on Capital Stock. At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holder of any shares of Company Common Capital Stock or any shares of capital stock of Parent or SubParent:
Appears in 2 contracts
Samples: Merger Agreement (Cox Communications Inc /De/), Merger Agreement (Primestar Inc)
