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

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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, Agreement and Plan of Merger (Red Hat Inc)

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: Agreement and Plan of Merger (dMY Technology Group, Inc. III), Agreement and Plan of Merger and Reorganization (Artius Acquisition Inc.)

Merger Sub Shares. Each At the Effective Time, each ordinary share of common stock, with a par value $.001 per share, of US$0.01 each of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall will be converted into, exchanged for, and represent the right to receive into one (1) validly issued, fully paid, paid and nonassessable share of non-assessable Ordinary Share and will constitute the common stock, par value $.001 per share, only outstanding shares of the Surviving EntityCorporation.

Appears in 2 contracts

Samples: Merger Agreement (Shift4 Payments, Inc.), Merger Agreement (Shift4 Payments, 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: Agreement and Plan of Merger (Legato Merger Corp.), Agreement and Plan of Merger (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 As of the Effective Time, each share of common stock, par value $.001 per share, capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall will, without any action on the part of Merger Sub or any other Person, be converted into, into and exchanged for, and represent the right to receive for one (1) validly issued, fully paid, paid and nonassessable share of the common stock, par value $.001 0.01 per share, of the Surviving EntityCorporation.

Appears in 1 contract

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

Merger Sub Shares. Each At the Effective Time, each issued and outstanding 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 be outstanding and shall be automatically 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 per share, of the Surviving EntityCorporation Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (M.D.C. Holdings, 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: Agreement and Plan of Reorganization (Surgical Safety Products 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 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.)

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: Agreement and Plan of Merger (Mail Com 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 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 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: Agreement and Plan of Merger (Techniscan)

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: Agreement and Plan of Merger (World Commerce Online Inc)

Merger Sub Shares. Each share of common stock, $0.01 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, $0.01 par value $.001 per share, of the Surviving EntityCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Exfo Electro Optical Engineering Inc)

Merger Sub Shares. Each At and as of the Effective Time, each issued and outstanding share of common stock, par value $.001 per share, stock of Merger Sub issued at and outstanding immediately prior to as of the Effective Time shall cease to be outstanding and shall be converted into, exchanged for, and represent into 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 and such shares shall constitute the only outstanding shares of common stock of the Surviving Corporation and shall be held by Holdings.

Appears in 1 contract

Samples: Contribution and Merger Agreement (JWC Acquisition Corp.)

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Merger Sub Shares. Each At the Effective Time of the Merger, by virtue of the Merger and without any action on the part of Acquiror or Merger Sub, 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 be outstanding and shall be converted into, exchanged for, and represent the right to receive into one (1) validly issued, fully paid, and nonassessable share of the common stock, par value $.001 0.01 per share, of the Surviving EntityCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Keystone Marketing Services Inc)

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: Agreement and Plan of Merger (Applied Digital Solutions Inc)

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: Agreement and Plan of Merger (KKR & Co. Inc.)

Merger Sub Shares. Each share of common stock, par value $.001 per share0.01, 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 into one (1) validly issued, fully paid, and nonassessable share of the common stock, par value $.001 per share, membership unit of the Surviving Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Supervalu 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: Agreement and Plan of Merger (Bonfire Productions, 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: Agreement and Plan of Merger (Sizzle Acquisition Corp.)

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: Plan of Merger (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 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: Agreement and Plan of Merger (Highpower International, 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: Agreement and Plan of Merger (Brooks Automation Inc)

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 0.0001 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, fully paid, paid and nonassessable non-assessable share of the common stock, par value $.001 0.0001 per share, of the Surviving Entity.Company and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Company as of immediately following the Effective Time;

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Nocturne Acquisition Corp)

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