Common use of Merger Sub Common Stock Clause in Contracts

Merger Sub Common Stock. Each share of 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 will be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence.

Appears in 7 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/), Agreement and Plan of Merger (Ch2m Hill Companies LTD)

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Merger Sub Common Stock. Each share of 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 will be converted into and become one (1) newly and 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 such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Jetblue Airways Corp), Agreement and Plan of Merger (Spirit Airlines, Inc.), Agreement and Plan of Merger (Jetblue Airways Corp)

Merger Sub Common Stock. Each share of 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 will shall be converted into and become shall represent one newly and validly issued, issued fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, Corporation (the “Surviving Corporation Common Stock”) and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of Merger Sub Common Stock Stock, if any, shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Kroger Co), Agreement and Plan of Merger (Albertsons Companies, Inc.), Agreement and Plan of Merger (Perspecta Inc.)

Merger Sub Common Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time will be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Alaska Air Group, Inc.), Agreement and Plan of Merger (Virgin America Inc.), Agreement and Plan of Merger (Alaska Air Group, Inc.)

Merger Sub Common Stock. Each share of common stock, par value $0.01 per sharepar value, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time will be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per sharepar value, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (Thoratec Corp)

Merger Sub Common Stock. Each share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time will shall be converted into and become one newly and validly issued, fully paid and nonassessable (1) share of common stock, par value $0.01 0.00001 per share, of the Surviving CorporationCorporation (“Surviving Corporation Common Stock”), and as such shares shall constitute continue to be owned by Holdings and thereafter represent all of the only outstanding then validly issued, fully paid, and nonassessable shares of capital stock Surviving Corporation Common Stock. As a result, Holdings shall hold 9,000,000 shares of the Surviving Corporation. From and after Corporation Common Stock immediately following the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Valeritas Inc), Agreement and Plan of Merger and Reorganization (Valeritas Inc)

Merger Sub Common Stock. Each share of 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 will shall be converted into and become shall represent one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, Corporation (the “Surviving Corporation Common Stock”) and such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation as of immediately after the Effective Time (other than the Rollover Shares). From and after the Effective Time, all certificates representing shares of Merger Sub Common Stock Stock, if any, shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Qad Inc), Agreement and Plan of Merger (Qad Inc)

Merger Sub Common Stock. Each share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) common stock issued and outstanding immediately prior to the Effective Time will shall, by virtue of the Merger and without any action on the part of the Parent, Merger Sub or the Company or any of their respective stockholders, be converted into and become the right to receive one newly and validly issued, (1) fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation, Entity and such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationEntity. From and after the Effective Time, all certificates representing the common stock of Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation Entity into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Renewable Innovations, Inc.), Agreement and Plan of Merger (Tiger X Medical, Inc.)

Merger Sub Common Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time will shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, Corporation and such shares shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gilat Satellite Networks LTD), Agreement and Plan of Merger (Kratos Defense & Security Solutions, Inc.)

Merger Sub Common Stock. Each share of common stock, par value $0.01 .01 per share, of Merger Sub (the “Merger Sub Common StockShares”) issued and outstanding immediately prior to the Effective Time will shall be converted into into, exchanged for and become one newly and duly authorized, validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation, and such shares Corporation (“Surviving Corporation Common Shares”). Each stock certificate of Merger Sub evidencing ownership of any Merger Sub Common Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From continue from and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes Time to represent the evidence ownership of a like number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentenceCommon Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powersecure International, Inc.)

Merger Sub Common Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time will shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation, Corporation I and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and Corporation I outstanding immediately after the Effective Time, all certificates representing . Each stock certificate of Merger Sub Common Stock evidencing ownership of any such shares shall be deemed for all purposes continue to represent the number evidence ownership of such shares of common capital stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence.I.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Bakbone Software Inc)

Merger Sub Common Stock. Each share of common stock, par value $0.01 .01 per share, of Merger Sub (the “"Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time will shall be converted into and become one newly and duly authorized, validly issued, fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation, and such shares shall constitute the only outstanding Corporation ("Surviving Corporation Common Stock"). Each stock certificate of Merger Sub evidencing ownership of any shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes continue from and after the Effective Time to represent the evidence ownership of a like number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentenceCommon Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metretek Technologies Inc)

Merger Sub Common Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time will shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, Corporation and such shares shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kratos Defense & Security Solutions, Inc.)

Merger Sub Common Stock. Each share of common stockissued and outstanding ordinary share, par value $0.01 1.00 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time will shall be converted into and become one newly and validly issued, fully paid and nonassessable non-assessable ordinary share of common stock, par value $0.01 per share, of the Surviving Corporation, Company and such shares shall constitute the only outstanding shares of in the share capital stock of the Surviving CorporationCompany. From and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes to represent the number of ordinary shares of common stock of the Surviving Corporation Company into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Central European Media Enterprises LTD)

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Merger Sub Common Stock. Each share of 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 will be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving CorporationCorporation outstanding at the Effective Time. From and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Overhill Farms Inc)

Merger Sub Common Stock. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time will be converted into and become one newly and 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 such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Frontier Group Holdings, Inc.)

Merger Sub Common Stock. Each At the Effective Time, each share of 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 will shall be converted into and become one newly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share0.01, of the Surviving Corporation, Corporation and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fiserv Inc)

Merger Sub Common Stock. Each share of common stock, par value $0.01 per share, of the Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time will shall be cancelled and converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all stock certificates representing evidencing ownership of shares of the Merger Sub Common Stock as of immediately prior to the Effective Time shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Iparty Corp)

Merger Sub Common Stock. Each share of common stock, par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) Stock issued and outstanding immediately prior to the Effective Time will shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Corporation (“Surviving CorporationCorporation Common Stock”). From and after the Effective Time, all certificates each outstanding certificate representing shares of Merger Sub Common Stock shall be deemed for all purposes to evidence ownership of, and to represent the number of shares of common stock of the of, Surviving Corporation Common Stock into which they were converted in accordance with the preceding sentencesuch shares of Merger Sub Common Stock shall have been converted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cephalon Inc)

Merger Sub Common Stock. 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 will shall be converted into and become thereafter represent one newly and validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation, such that immediately following the Effective Time, Parent shall become the sole and such shares shall constitute exclusive owner of all of the only issued and outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates Each stock certificate representing shares of Merger Sub Common Stock shall be deemed for all purposes to represent the number thereupon evidence ownership of such shares of common capital stock of the Company as the Surviving Corporation into which they were converted in accordance with the preceding sentenceCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lombard Medical, Inc.)

Merger Sub Common Stock. Each share of common stock, stock of no par value $0.01 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time will shall be converted into and become shall represent one newly and validly issued, issued fully paid and nonassessable share of common stock, stock of no par value $0.01 per share, of the Surviving Corporation, Corporation (the “Surviving Corporation Common Stock”) and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of Merger Sub Common Stock Stock, if any, shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CSRA Inc.)

Merger Sub Common Stock. Each share of 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 will be converted into and become one (1) newly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alaska Air Group, Inc.)

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