Merger Sub Equity Interests. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and 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 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 5 contracts
Samples: Merger Agreement (New Home Co Inc.), Agreement and Plan of Merger (William Lyon Homes), Merger Agreement (AV Homes, Inc.)
Merger Sub Equity Interests. Each share All outstanding shares of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding held immediately prior to the Effective Time shall be converted into and become (in the aggregate) 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 with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates certificates, if any, representing the common stock shares 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 2 contracts
Samples: Merger Agreement (Waste Management Inc), Agreement and Plan of Merger (Stericycle Inc)
Merger Sub Equity Interests. Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall 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 Corporation, with the same rights, powers and privileges as the shares so converted and 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 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: Merger Agreement (American Railcar Industries, Inc.), Merger Agreement (Icahn Enterprises Holdings L.P.)
Merger Sub Equity Interests. Each share All outstanding shares of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding held immediately prior to the Effective Time shall be converted into and become (in the aggregate) one (1) newly and validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates certificates, if any, representing the common stock shares 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 2 contracts
Samples: Merger Agreement (Iteris, Inc.), Merger Agreement (Iteris, Inc.)
Merger Sub Equity Interests. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation and 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 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: Merger Agreement (Trecora Resources)