Common use of Effect on Merger Sub Capital Stock Clause in Contracts

Effect on Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, GT Topco, Merger Sub, the Company or the holder(s) of shares of common stock of Merger Sub, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Infor, Inc.)

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Effect on Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, GT Topco, Merger Sub, the Company or the holder(s) of shares of common stock of Merger Sub, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable non-assessable share of common stock stock, par value $0.01, of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Absolute Software Corp)

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Effect on Merger Sub Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, GT Topco, Merger Sub, the Company or the holder(s) of shares of common stock of Merger Sub, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall thereafter evidence ownership of such shares of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Purchase Agreement

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