Common use of Merger Sub Common Stock Clause in Contracts

Merger Sub Common Stock. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Elecsys Corp), Agreement and Plan of Merger (Lindsay Corp), Agreement and Plan of Merger (Russell Corp)

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Merger Sub Common Stock. Each share of common stock The shares of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted will convert into all of the issued and become one fully paid and nonassessable share outstanding shares of common stock Common Stock of the Surviving Corporation, which will thereupon be issued and outstanding and fully-paid and non-assessable, with the effect that the number of issued and outstanding shares of Common Stock of the Surviving Corporation will be the same as the number of issued and outstanding shares of Merger Sub Common Stock immediately prior to the Effective Time.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Northwest Natural Gas Co), Agreement and Plan of Merger, Agreement and Plan of Merger

Merger Sub Common Stock. Each issued and outstanding share of common stock ----------------------- of Merger Sub issued and outstanding immediately prior to common stock at the Effective Time shall be converted into and become shall thereafter represent one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shall then constitute all of the issued and outstanding shares of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (M2direct Inc), Agreement and Plan of Merger (M2direct Inc), Agreement and Plan of Merger (M2direct Inc)

Merger Sub Common Stock. Each share of common stock stock, no par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Callidus Software Inc), Agreement and Plan of Merger (Concur Technologies Inc), Agreement and Plan of Merger (Concur Technologies Inc)

Merger Sub Common Stock. Each share of common stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vampt America, Inc.), Agreement and Plan of Merger (Coronado Corp.)

Merger Sub Common Stock. Each issued and outstanding share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time Common Stock shall be converted into and become one validly issued, fully paid and nonassessable share of the common stock stock, no par value, of the Surviving Corporation.

Appears in 2 contracts

Samples: Shareholder Agreement (Teledyne Technologies Inc), Shareholder Agreement (Bolt Technology Corp)

Merger Sub Common Stock. Each issued and outstanding share of common stock of Merger Sub issued and outstanding immediately prior to common stock at the Effective Time shall be converted into and become shall thereafter represent one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shall then constitute all of the issued and outstanding shares of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Firstwave Technologies Inc), Agreement and Plan of Merger (Towne Services Inc)

Merger Sub Common Stock. Each share of common stock Common Stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become thereafter represent one validly issued, fully paid and nonassessable non-assessable share of common Common Stock of the Company as the Surviving Corporation, such that immediately following the Effective Time, Parent shall become the sole and exclusive owner of all of the issued and outstanding capital stock of the Company as the Surviving Corporation. Each stock certificate of Merger Sub shall thereupon evidence ownership of such shares of capital stock of the Company as the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Logitech International Sa), Agreement and Plan of Merger (Actividentity Corp)

Merger Sub Common Stock. Each share of common stock of Merger Sub that is issued and outstanding immediately prior to as of the Effective Time shall shall, by operation of law and by virtue of the Merger, be converted into and become one a validly issued, fully paid and nonassessable non-assessable share of common stock, no par value, of the Surviving Corporation, and such common stock of the Surviving CorporationCorporation will constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time.

Appears in 2 contracts

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

Merger Sub Common Stock. Each share of common stock Common Stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become thereafter represent one validly issued, fully paid and nonassessable share of common Common Stock of the Company as the Surviving Corporation, such that immediately following the Effective Time, Parent shall become the sole and exclusive owner of all of the issued and outstanding capital stock of the Company as the Surviving Corporation. Each stock certificate of Merger Sub shall thereupon evidence ownership of such shares of capital stock of the Company as the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Align Technology Inc), Agreement and Plan of Merger (Foxhollow Technologies, Inc.)

Merger Sub Common Stock. Each share of common stock of Merger Sub issued and outstanding as of the moment immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liberty Media Corp)

Merger Sub Common Stock. Each issued and outstanding share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intergraph Corp)

Merger Sub Common Stock. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Resolute Forest Products Inc.)

Merger Sub Common Stock. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time share of ----------------------- Merger Sub Common Stock shall be converted into and become one fully paid and nonassessable non-assessable share of common stock stock, no par value, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eimo Oyj)

Merger Sub Common Stock. Each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time as a result of the Merger shall be automatically converted into one newly and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation so that, after 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 1 contract

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

Merger Sub Common Stock. Each share of common stock of the Merger Sub that is issued and outstanding immediately prior to as of the Effective Time shall shall, by operation of law and by virtue of the Merger, be converted into and become one a validly issued, fully paid and nonassessable non-assessable share of common stock, no par value, of the Surviving Corporation, and such common stock of the Surviving CorporationCorporation issued on that conversion 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 (Live Nation, Inc.)

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Merger Sub Common Stock. Each share of common stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become thereafter represent one validly issued, fully paid and nonassessable non-assessable share of common stock of the Company as the Surviving Corporation, such that immediately following the Effective Time, Parent shall become the sole and exclusive owner of all of the issued and outstanding capital stock of the Company as the Surviving Corporation. Each stock certificate of Merger Sub shall thereupon evidence ownership of such shares of capital stock of the Company as the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Solta Medical Inc)

Merger Sub Common Stock. Each share of common stock of Merger Sub common stock, ----------------------- without par value ("Merger Sub Common Stock"), issued and outstanding immediately prior to at the Effective Time shall be converted into and become continue to represent one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shall then constitute all of the issued and outstanding shares of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (M2direct Inc)

Merger Sub Common Stock. Each share of common stock of the Merger ----------------------- Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become represent the right to receive one fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement of Merger (Applied Business Telecommunications)

Merger Sub Common Stock. Each share of ----------------------- common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Playtex Products Inc)

Merger Sub Common Stock. Each share of common stock of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into and become continue as one fully paid and nonassessable share of the common stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emerging Delta Corp)

Merger Sub Common Stock. Each issued and outstanding share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into into, be exchanged for and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub 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 (Performance Food Group Co)

Merger Sub Common Stock. Each share of common stock Common Stock, par ----------------------- value $.01 per share, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into remain outstanding and become shall constitute one fully paid and nonassessable share of common stock of the Surviving CorporationCorporation Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Danielson Holding Corp)

Merger Sub Common Stock. Each share of common stock of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving CorporationCorporation Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Universal American Corp.)

Merger Sub Common Stock. Each share of common stock ----------------------- of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock Common Stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inergy L P)

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