Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 11 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (International Flavors & Fragrances Inc), Agreement and Plan of Merger (Ingersoll-Rand PLC)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (UNS Energy Corp), Agreement and Plan of Merger (Ch Energy Group Inc)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time shall at the Effective Time be automatically converted into and become one fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Interim Surviving CorporationCompany.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Entegra Financial Corp.), Voting Agreement (Smartfinancial Inc.), Voting Agreement (Entegra Financial Corp.)
Merger Sub Common Stock. At and after the Effective Time, each share of common stockstock of Merger Sub, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid issued and nonassessable outstanding share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Worldpay, Inc.), Agreement and Plan of Merger (Fidelity National Information Services, Inc.), Agreement and Plan of Merger (First Data Corp)
Merger Sub Common Stock. At and after the Effective Time, each share of the common stock, no par value $0.01 per sharevalue, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving CorporationEntity.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pacwest Bancorp), Agreement and Plan of Merger (Banc of California, Inc.), Agreement and Plan of Merger (Columbia Banking System, Inc.)
Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Capital One, Discover, Merger Sub or any holder of securities thereof, each share of the common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CorporationCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Discover Financial Services), Agreement and Plan of Merger (Capital One Financial Corp), Agreement and Plan of Merger
Merger Sub Common Stock. At and after the Effective Time, each share of common stock, par value $0.01 .01 per share, of the Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall become and be converted automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ust Corp /Ma/), Exhibit 1. Agreement and Plan of Merger (Citizens Financial Group Inc/De), Agreement and Plan of Merger (Medford Bancorp Inc)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Unilens Vision Inc), Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.), Agreement and Plan of Merger (Salix Pharmaceuticals LTD)
Merger Sub Common Stock. At and after the Effective Time, each share of common stockstock of Merger Sub, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time (“Merger Sub Common Stock”) shall be automatically converted into one fully paid issued and nonassessable outstanding share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stonegate Mortgage Corp), Agreement and Plan of Merger (Georgetown Bancorp, Inc.), Agreement and Plan of Merger (EverBank Financial Corp)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to before the Effective Time shall be automatically converted into thereafter represent one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Merger Agreement (L 3 Communications Holdings Inc)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of any holder thereof, be automatically converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tech Data Corp), Agreement and Plan of Merger (Presidio, Inc.)
Merger Sub Common Stock. At Each of the Effective Time, each share 22,500 shares of the common stock, par value $0.01 100.00 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid remain issued and nonassessable share outstanding immediately after the Effective Time and shall constitute all of common stock, par value $0.01 per share, the issued and outstanding shares of the Surviving CorporationBank.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First State Bancorporation), Agreement and Plan of Merger (First State Bancorporation)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 $0.0001 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall at the Effective Time be automatically converted into and become one fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Interim Surviving CorporationEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cit Group Inc), Agreement and Plan of Merger (First Citizens Bancshares Inc /De/)
Merger Sub Common Stock. At and after the Effective Time, each share of common stockstock of Merger Sub, par value $0.01 1.00 per share, of Merger Sub share (the “Merger Sub Common Stock”) ), issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, Company Class A Common Stock of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Horizon National Corp), Agreement and Plan of Merger (Capital Bank Financial Corp.)
Merger Sub Common Stock. At the Effective Time, each share All shares of common stock, par value $0.01 0.001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall will be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kura Oncology, Inc.), Agreement and Plan of Merger (Oneida Resources Corp.)
Merger Sub Common Stock. At and after the Effective Time, each share of common stockstock of Merger Sub, no par value $0.01 per share, of Merger Sub share (the “Merger Sub Common Stock”) ), issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Financial Partners Inc), Agreement and Plan of Merger (BNC Bancorp)
Merger Sub Common Stock. At and after the Effective Time, each share of common stockstock of Merger Sub, par value $0.01 per share, of Merger Sub share (the “Merger Sub Common Stock”) ), issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synovus Financial Corp), Agreement and Plan of Merger (FCB Financial Holdings, Inc.)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time Time, shall automatically be automatically converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bruush Oral Care Inc.), Agreement and Plan of Merger (Bruush Oral Care Inc.)
Merger Sub Common Stock. At the Effective Time, each share of common stockCommon Stock, par value $0.01 0.001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Ims Health Inc), Merger Agreement (Trizetto Group Inc)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and Stock outstanding immediately prior to on the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be automatically converted into and be one fully paid and nonassessable share of the common stock, $0.001 par value $0.01 per sharevalue, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Max & Ermas Restaurants Inc), Agreement and Plan of Merger (G&R Acquisition, Inc.)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“"Merger Sub Common Stock”") issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hbo & Co), Exhibit 99 (Hcia Inc)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time as a result of the Merger shall be automatically converted into one newly and validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation so that, par value $0.01 per shareafter the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Geos Communications, Inc.), Agreement and Plan of Merger (Geos Communications, Inc.)
Merger Sub Common Stock. At and after the Effective Time, each share of common stock, par value $0.01 per share, of the Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall become and be converted automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Port Financial Corp), Agreement and Plan of Merger (Community Bancorp Inc /Ma/)
Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of Parent or Merger Sub, be automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation (which shares shall not be deemed to be shares of Company Common Stock outstanding immediately prior to the Effective Time for purposes of this Agreement).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U.S. Renal Care Inc), Agreement and Plan of Merger (Dialysis Corp of America)
Merger Sub Common Stock. At the Effective TimeTime and without any action on the part of Parent as the sole shareholder of Merger Sub, each share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one fully paid and nonassessable share of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rent a Center Inc De), Agreement and Plan of Merger (Rent Way Inc)
Merger Sub Common Stock. At and after the Effective Time, each share of common stockstock of Merger Sub, no par value $0.01 per share, of Merger Sub share (the “Merger Sub Common Stock”) ), issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Franklin Financial Network Inc.), Agreement and Plan of Merger (FB Financial Corp)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agl Resources Inc), Agreement and Plan of Merger (Nicor Inc)
Merger Sub Common Stock. At the Effective Time, each share of common stockCommon Stock, par value $0.01 0.0001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stockCommon Stock, par value $0.01 0.0001 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metropcs Communications Inc), Agreement and Plan of Merger (Metropcs Communications Inc)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one remain issued, outstanding and unchanged as a validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationSurvivor at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Oilwell Varco Inc), Agreement and Plan of Merger (Grant Prideco Inc)
Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent or the Company, each share of the common stock, par value $0.01 .01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alderwoods Group Inc), Agreement and Plan of Merger (Service Corporation International)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netgear, Inc), Agreement and Plan of Merger (Netgear Inc)
Merger Sub Common Stock. At the First Effective Time, by virtue of the First Merger and without any action on the part of Acquiror or Merger Sub, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the First-Step Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fifth Wall Acquisition Corp. III), Support Agreement (Mobile Infrastructure Corp)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 0.0001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of any holder thereof, be automatically converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Battalion Oil Corp), Agreement and Plan of Merger (Battalion Oil Corp)
Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Walt Disney Co/), Agreement and Plan of Merger (Walt Disney Co/)
Merger Sub Common Stock. At and after the Effective Time, each share of common stockstock of Merger Sub, without par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) ), issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, without par value $0.01 per sharevalue, of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Huntington Bancshares Inc/Md), Agreement and Plan of Merger (Firstmerit Corp /Oh/)
Merger Sub Common Stock. At Each share of common stock of Merger Sub that is issued and outstanding as of the Effective TimeTime shall, each by operation of Law and by virtue of the Merger, be converted into a validly issued, fully paid and non-assessable share of common stock, $0.0001 par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per sharevalue, of the Surviving Corporation, and such common stock of the Surviving Corporation will constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quality Systems, Inc)
Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 1 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation (“Surviving Corporation Stock”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cellular Biomedicine Group, Inc.)
Merger Sub Common Stock. At the Effective Time, each share of common stockstock of Merger Sub, par value $0.01 per share, of Merger Sub share (“the "Merger Sub Common Stock”) "), issued and outstanding immediately prior to the Effective Time shall be automatically converted into and exchanged for one fully paid and nonassessable share of common stock, par value $0.01 0.078125 per share, of the Surviving CorporationCompany.
Appears in 1 contract
Merger Sub Common Stock. At and after the Effective Time, each share of common stock, $0.01 par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid paid, and nonassessable share of common stock, par value $0.01 per share, of the Interim Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At All shares of Merger Sub Common Stock issued and outstanding immediately prior to the Effective TimeTime shall automatically convert, each on a one-for-one basis, into one share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationEntity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kimco Realty OP, LLC)
Merger Sub Common Stock. At the Effective Time, each then outstanding share of the common stock, no par value $0.01 per sharevalue, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Caere Corp)
Merger Sub Common Stock. At the Effective Time, each Each share of Merger Sub’s common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) stock that is issued and outstanding immediately prior to the Effective Time (the “Merger Sub Common Stock”) shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time shall at the Effective Time be automatically converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Interim Surviving CorporationCompany and shall constitute the only outstanding shares of capital stock of the Interim Surviving Company.
Appears in 1 contract
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ladenburg Thalmann Financial Services Inc.)
Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 1.00 per share, of Merger Sub (“Merger Sub Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one fully paid and nonassessable non-assessable share of common stock, $.001 par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At the Effective Time, each share The common stock of common stockMerger Sub, par value $0.01 1.00 per share, of Merger Sub share (“the "Merger Sub Common Stock”) "), issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid remain outstanding and nonassessable share of shall constitute the only outstanding common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation.; and
Appears in 1 contract
Samples: Business Combination Agreement (Berenson Acquisition Corp. I)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 .01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 .01 per share, share of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Interland Inc /Mn/)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into and thereafter represent one duly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving CorporationCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jack Cooper Logistics, LLC)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation.; and
Appears in 1 contract
Samples: Registration Rights Agreement (Golden Arrow Merger Corp.)
Merger Sub Common Stock. At the Effective TimeTime and on the terms and subject to the conditions of this Agreement, each share of common stockCommon Stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, or the Company, be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Knot Inc)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted convert, on a one-for-one basis, into one fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving CorporationEntity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Healthpeak Properties, Inc.)
Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, stock of the Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, exchanged for a limited liability company interest of the Initial Surviving CorporationCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lifetime Brands, Inc)
Merger Sub Common Stock. At the Effective Time, Time each share of common stock, par value $0.01 per share, capital stock of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, capital stock of the Surviving CorporationBank.
Appears in 1 contract
Samples: Merger Agreement (BankUnited, Inc.)
Merger Sub Common Stock. At the Effective Time, each issued and outstanding share of common stock, par value $0.01 0.001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall will be automatically converted into one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, and will constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At and after the Effective Time, each share of common stock, par value $0.01 1.00 per share, of the Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall become and be converted automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Commonwealth Bancorp Inc)
Merger Sub Common Stock. At the Effective Time, each share The shares of common stock, $0.10 par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid remain outstanding and nonassessable share of common stock, par value $0.01 per share, of unchanged after the Surviving CorporationMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Princeton Bancorp, Inc.)
Merger Sub Common Stock. At the Effective Time, each share the shares of common stock, par value $0.01 per share, stock of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and exchanged for one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Lancaster Bancshares Inc)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (K2m Group Holdings, Inc.)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Umpqua Holdings Corp)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of any holder thereof, be automatically converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 1.00 per share, of the Surviving Corporation, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At and after the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable ------------------------ share of common stock, par value $0.01 per share, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall become and be converted automatically into one share of common stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thistle Group Holdings Co)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“"Merger Sub Common Stock”") issued and outstanding immediately prior to the Effective Time shall be automatically converted into one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Solomon Technologies Inc)
Merger Sub Common Stock. At the Effective Time, each share The common stock of common stockMerger Sub, par value $0.01 1.00 per share, of Merger Sub share (the “Merger Sub Common Stock”) ), issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid remain outstanding and nonassessable share of shall constitute the only outstanding common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bok Financial Corp Et Al)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 1.00 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Interland Inc /Mn/)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value ----------------------- $0.01 per share, of Merger Sub (“"Merger Sub Common Stock”") issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value ----------------------- $0.01 .001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one share of newly issued Common Stock and shall remain outstanding as a validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Guest Supply Inc)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of the Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable (1) share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of any holder thereof, be automatically converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At the Effective Time, each Each share of the common stock, par value $0.01 0.001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement of Investment and Merger (Techne Corp /Mn/)
Merger Sub Common Stock. At and after the Effective Time, each share of common stockstock of Merger Sub, par value $0.01 per share, of Merger Sub share (the “Merger Sub Common Stock”) ), issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Td Ameritrade Holding Corp)
Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share0.01, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share0.01, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Triumph Bancorp, Inc.)
Merger Sub Common Stock. At and after the Effective Time, each share of common stock, par value $0.01 0.0001 per share, of Merger Sub (“Merger Sub Common Stock”) Sub, or its assignee successor, issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of the Surviving CorporationEntity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Community Bank System, Inc.)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, $0.01 par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid remain outstanding and nonassessable share of common stock, par value $0.01 per share, shall constitute the only issued and outstanding capital stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At the Effective TimeEach common share, each share of common stock, without par value $0.01 per sharevalue, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall will be automatically converted into and become one newly and validly issued, fully paid and nonassessable common share of common stock, par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation (“Surviving Corporation Stock”).
Appears in 1 contract
Merger Sub Common Stock. At Each of the Effective Time, each share 100 shares of the common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall automatically and without any action on the part of Merger Sub be automatically converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CorporationBank, which shares shall thereafter constitute all of the issued and outstanding shares of the Surviving Bank.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zions Bancorporation /Ut/)
Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and Stock outstanding immediately prior to the Effective Time shall will be automatically converted into and become one validly issued, fully paid and nonassessable share of common stockClass A Common Stock, $1.00 par value $0.01 per sharevalue, of the Surviving CorporationEntity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Busey Corp /Nv/)
Merger Sub Common Stock. At the Effective Time, each share of common stock, no par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MidWestOne Financial Group, Inc.)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, no par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, no par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Business Objects S.A.)
Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Non Employee Shareholders' Agreement (724 Solutions Inc)
Merger Sub Common Stock. At and after the Effective Time, each share of common stockMerger Sub, without par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, without par value $0.01 per sharevalue, of the First Merger Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Community Banks Inc)
Merger Sub Common Stock. At and after the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall become and be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At the Effective Time, each share The shares of common stock, par value $0.01 01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become a one fully paid and nonassessable share of common stock, par value $0.01 hundred per share, of cent (100%) interest in the Surviving CorporationCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Paramount Acquisition Corp)
Merger Sub Common Stock. At the Effective Time, each Each share of common stock, par value $0.01 per share, the 1,000 shares of Merger Sub (“Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action by the holder thereof, be automatically deemed canceled and converted into and shall represent the right to receive one fully paid and nonassessable share of the common stock, $.001 par value $0.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Verisk Analytics, Inc.)
Merger Sub Common Stock. At the Effective Time, each share of common stock, par value $0.01 .01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation.
Appears in 1 contract
Merger Sub Common Stock. At As of the Effective Time, each share of common stock, par value $0.01 per share, stock of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trinity Industries Inc)
