Common use of Merger Sub Shares Clause in Contracts

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the SPAC Shareholders, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Company.

Appears in 2 contracts

Samples: Business Combination Agreement (Athena Technology Acquisition Corp. II), Business Combination Agreement (Air Water Co)

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Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the SPAC Shareholdersholder thereof, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid an issued and non-assessable outstanding share of common stock of the Surviving Companysurviving corporation in the Merger.

Appears in 2 contracts

Samples: Merger Agreement (TC Power Management Corp.), Merger Agreement (Corporate Road Show Dot Com Inc)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the SPAC Shareholdersholders of Merger Sub Shares, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and non-assessable Class A ordinary share, par value $0.0001 per share, of the Surviving Company, which shall constitute the only issued and outstanding share of common stock capital of the Surviving Company.

Appears in 2 contracts

Samples: Business Combination Agreement (Leibovitch Yoav), Business Combination Agreement (Endurance Acquisition Corp.)

Merger Sub Shares. At the Merger Effective Time, by virtue each ordinary share with a par value of the Merger and without any action on the part US$0.01 each of any Party or the SPAC Shareholders, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall will be converted into and become one validly issued, fully paid and non-assessable share of common stock Ordinary Share and will constitute the only outstanding shares of the Surviving CompanyCorporation.

Appears in 2 contracts

Samples: Merger Agreement (Shift4 Payments, Inc.), Merger Agreement (Shift4 Payments, Inc.)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or Party, the SPAC ShareholdersShareholders or Holdings, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Company.

Appears in 2 contracts

Samples: Business Combination Agreement (Home Plate Acquisition Corp), Business Combination Agreement (Home Plate Acquisition Corp)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the SPAC Shareholdersany other Person, each share of capital stock of Merger Sub Share that is (collectively, the “Merger Sub Shares”) issued and outstanding as of immediately prior to the Merger Effective Time shall be automatically cancelled and extinguished and converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving CompanySPAC Share.

Appears in 1 contract

Samples: Business Combination Agreement (Gores Guggenheim, Inc.)

Merger Sub Shares. At the Merger Effective TimeTime of the Merger, by virtue of the Merger and without any action on the part of any Party Acquiror or the SPAC ShareholdersMerger Sub, each share of common stock, par value $0.01 per share, of Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving CompanyCorporation.

Appears in 1 contract

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

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Merger Sub Shares. At the Merger Effective Time, by virtue each ordinary share, par value $0.0001 per share, of the Merger and without any action on the part of any Party or the SPAC Shareholders, each Merger Sub Share (the “Merger Sub Shares”) that is issued and outstanding immediately prior to the Merger Effective Time shall be automatically convert into one ordinary share, par value $0.0001 per share, of the Surviving Company. The ordinary shares of the Surviving Company shall have the same rights, powers and privileges as the shares so converted into and become one validly issued, fully paid shall constitute the only issued and non-assessable outstanding share of common stock capital of the Surviving Company.

Appears in 1 contract

Samples: Merger Agreement (ION Acquisition Corp 1 Ltd.)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the SPAC Shareholdersparties hereto, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock stock, par value $.01 per share, of the Surviving CompanyCorporation.

Appears in 1 contract

Samples: Merger Agreement (Integra Lifesciences Corp)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the SPAC Shareholdersany other Person, each share of common stock, par value $0.0001 per share, of Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Company and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Company.Company as of immediately following the Effective Time;

Appears in 1 contract

Samples: Merger Agreement (Nocturne Acquisition Corp)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or the SPAC Shareholdersany other Person, each share of capital stock of Merger Sub Share that is (collectively, the “Merger Sub Shares”) issued and outstanding as of immediately prior to the Merger Effective Time shall be automatically cancelled and extinguished and converted into and become one validly issued, fully paid and non-assessable share (in exchange for the cancellation of common the capital stock of Merger Sub and the funding of the DSAQ Share Consideration) into one (1) newly issued Surviving CompanySPAC Share.

Appears in 1 contract

Samples: Business Combination Agreement (Direct Selling Acquisition Corp.)

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