Common use of Merger Sub Shares Clause in Contracts

Merger Sub Shares. Each share of common stock, par value $.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, and represent the right to receive one (1) validly issued, fully paid, and nonassessable share of the common stock, par value $.001 per share, of the Surviving Entity.

Appears in 3 contracts

Samples: Merger Agreement (Baron Energy Inc.), Plan of Merger (Baron Energy Inc.), Plan of Merger (Baron Energy Inc.)

AutoNDA by SimpleDocs

Merger Sub Shares. Each At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, each share of common stock, par value $.001 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to no longer be outstanding and shall thereupon be converted into, exchanged for, into and represent the right to receive become one (1) validly issued, issued fully paid, paid and nonassessable non-assessable share of the common stock, par value $.001 0.01 per share, of the Surviving Entity.Corporation and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately following the Effective Time;

Appears in 2 contracts

Samples: Merger Agreement (dMY Technology Group, Inc. III), Merger Agreement (Artius Acquisition Inc.)

Merger Sub Shares. Each At the Effective Time, each share of common stock, par value $.001 0.0001 per share, of Merger Sub (the “Merger Sub Shares”) that is issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, and represent the right to receive automatically convert into one (1) validly issued, fully paid, and nonassessable share of the common stock, par value $.001 0.0001 per share, of the Surviving EntityCompany. The shares of common stock of the Surviving Company shall have the same rights, powers and privileges as the shares so converted and shall constitute the only issued and outstanding share capital of the Surviving Company.

Appears in 2 contracts

Samples: Merger Agreement (Legato Merger Corp.), Merger Agreement (10X Capital Venture Acquisition Corp)

Merger Sub Shares. Each At the Effective Time, each share of common stock, par value $.001 0.0001 per share, of Merger Sub (the “Merger Sub Shares”) that is issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, and represent the right to receive automatically convert into one (1) validly issued, fully paid, and nonassessable share of the common stock, par value $.001 0.0001 per share, of the Surviving EntityCompany. The shares of common stock of the Surviving Company shall have the same rights, powers and privileges as the shares so converted and shall constitute the only issued and outstanding share capital of the Surviving Company.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Artemis Strategic Investment Corp), Agreement and Plan of Reorganization (Artemis Strategic Investment Corp)

Merger Sub Shares. Each share of common stock, $0.00001 par value $.001 per share, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, into and represent the right to receive thereafter evidence one (1) validly issued, fully paid, and nonassessable share of the common stock, $0.00001 par value $.001 per share, of the Surviving EntityCorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Merger Agreement (Red Hat Inc)

Merger Sub Shares. Each share of common stock, par value $.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding shall, at the Effective Time, by virtue of the Merger and shall without any action on the part of Parent, TechniScan or Merger Sub, be converted into, exchanged for, into and represent the right to receive one (1) validly issued, fully paid, paid and nonassessable share of the common stock, par value $.001 per share, of the Surviving Entity.

Appears in 1 contract

Samples: Merger Agreement (Techniscan)

Merger Sub Shares. Each share of common stockstock of the Merger Sub, par value $.001 0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall cease Time, will continue to be outstanding remain issued and shall be converted intooutstanding, exchanged for, and represent the right to receive one (1) validly issued, fully paid, and nonassessable share representing 100% of the shares of common stock, par value $.001 per share, stock of the Surviving Entity.Corporation (as defined below). January 14, 2008 Page 10

Appears in 1 contract

Samples: Merger Agreement (Applied Digital Solutions Inc)

Merger Sub Shares. Each share of common stock, par value $.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding shall, at the Effective Time, by virtue of the Merger and shall without any action on the part of Acquiror, be converted into, exchanged for, into and represent the right to receive one (1) validly issued, fully paid, paid and nonassessable share of the common stock, par value $.001 per share, of the Surviving EntityCorporation.

Appears in 1 contract

Samples: Merger Agreement (World Commerce Online Inc)

Merger Sub Shares. Each share of common stock, par value $.001 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, into and represent the right to receive become one (1) validly issued, fully paid, paid and nonassessable non-assessable share of the common stock, par value $.001 0.0001 per share, of the Surviving EntityCorporation.

Appears in 1 contract

Samples: Merger Agreement (Highpower International, Inc.)

Merger Sub Shares. Each At the Effective Time, each share of common stock, par value $.001 0.01 per share, of Merger Sub (the “Merger Sub Shares”) that is issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, and represent the right to receive automatically convert into one (1) validly issued, fully paid, and nonassessable share of the common stock, par value $.001 0.01 per share, of the Surviving EntityCompany. The shares of common stock of the Surviving Company shall have the same rights, powers and privileges as the shares so converted and shall constitute the only issued and outstanding share capital of the Surviving Company.

Appears in 1 contract

Samples: Merger Agreement (Sizzle Acquisition Corp.)

Merger Sub Shares. Each At the Effective Time, each share of common stock, par value $.001 0.0001 per share, of Merger Sub (the “Merger Sub Shares”) that is issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, and represent the right to receive automatically convert into one (1) validly issued, fully paid, and nonassessable share of the common stock, par value $.001 0.0001 per share, of the Surviving EntityCompany. The share of common stock of the Surviving Company shall have the same rights, powers and privileges as the shares so converted and shall constitute the only issued and outstanding share capital of the Surviving Company.

Appears in 1 contract

Samples: Business Combination Agreement (Golden Falcon Acquisition Corp.)

Merger Sub Shares. Each share of common stockshare, par value $.001 per shareUS$0.01, of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall cease to be outstanding and shall be converted into, exchanged for, into and represent the right to receive become one (1) validly issued, issued and fully paid, and nonassessable paid common share of the common stock, par value $.001 per share, US$0.01 of the Surviving EntityCompany.

Appears in 1 contract

Samples: Merger Agreement (KKR & Co. Inc.)

AutoNDA by SimpleDocs

Merger Sub Shares. Each share of common stock, par value $.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding shall, at the Effective Time, by virtue of the Merger and shall without any action on the part of Acquiror, be converted into, exchanged for, into and represent the right to receive one (1) validly issued, fully paid, paid and nonassessable share of the common stock, par value $$ .001 per share, of the Surviving EntityCorporation.

Appears in 1 contract

Samples: Merger Agreement (Surgical Safety Products Inc)

Merger Sub Shares. Each share of common stock, par value $.001 0.01 per share, of Merger Sub issued and outstanding immediately prior to at the Effective Time shall cease to be shall, by virtue of the Merger and without any action on the part of the holder thereof, remain outstanding and shall be converted into, exchanged for, and thereafter represent the right to receive one (1) validly issued, fully paid, and nonassessable share of the common stock, par value $.001 per share, stock of the Surviving EntityCorporation, as such shares of common stock are constituted immediately following the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Mail Com Inc)

Merger Sub Shares. Each share of common stock, par value $.001 5.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding shall, at the Effective Time, by virtue of the Merger and shall without any action on the part of Parent, C$ cMoney or Merger Sub, be converted into, exchanged for, into and represent the right to receive one (1) validly issued, fully paid, paid and nonassessable share of the common stock, par value $$ .001 per share, of the Surviving Entity.

Appears in 1 contract

Samples: Merger Agreement (Bonfire Productions, Inc.)

Merger Sub Shares. Each share of common stock, $0.001 par value $.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, into and represent the right to receive thereafter evidence one (1) validly issued, fully paid, and nonassessable share of the common stock, $0.001 par value $.001 per share, of the Surviving EntityCorporation.

Appears in 1 contract

Samples: Merger Agreement (Red Hat Inc)

Merger Sub Shares. Each share of common stock, $0.001 par value $.001 per share, of the Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, into and represent the right to receive thereafter evidence one (1) validly issued, fully paid, and nonassessable share of the common stock, $0.001 par value $.001 per share, of the Surviving EntityCorporation.

Appears in 1 contract

Samples: Merger Agreement (Brooks Automation Inc)

Merger Sub Shares. Each share of common stock, par value $.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, into and represent the right to receive one (1) validly issued, fully paid, paid and nonassessable share of the common stock, par value $.001 per share, of the Surviving Entity.

Appears in 1 contract

Samples: Merger Agreement (Techniscan)

Merger Sub Shares. Each share of common stock, par value $.001 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, into and represent the right to receive one (1) validly issued, fully paid, paid and nonassessable share of the common stock, par value $.001 0.0001 per share, of the Surviving Entity.

Appears in 1 contract

Samples: Plan of Merger (Assisted 4 Living, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!