Newco Common Stock. By virtue of the Merger, automatically and without any action on the part of any Person, including without limitation the holder thereof, each share of common stock, par value $.01 per share, of Newco ("NEWCO COMMON STOCK") 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, par value $.01 per share, of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Optical Security Group Inc), Merger Agreement (Applied Opsec Corp)
Newco Common Stock. By virtue of the Merger, automatically and without any action on the part of any Person, including without limitation the holder thereof, each Each share of common stock, $.01 par value $.01 per share, of Newco ("NEWCO COMMON STOCK") 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 at the Effective Time into and become one validly issued, fully paid and nonassessable non- assessable share of common stock, par value $.01 per share, of the Surviving Corporation.
Appears in 1 contract
Samples: Merger and Registration Rights Agreement (Mack Earl I)
Newco Common Stock. By virtue of the Merger, automatically and without any action on the part of any Person, including without limitation the holder thereof, each share of common stock, par value $.01 per share, of Newco ("NEWCO COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into remain issued and become one validly issuedoutstanding after the Merger as shares of the Surviving Corporation, fully paid and nonassessable share thereafter, until changed, shall constitute all of common stock, par value $.01 per share, the issued and outstanding shares of capital stock of the Surviving Corporation.
Appears in 1 contract
Newco Common Stock. By virtue of the Merger, automatically and without any action on the part of any Person, including without limitation the holder thereof, each Each share of common stock, $.01 par value $.01 per share, of Newco ("NEWCO COMMON STOCK") 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 at the Effective Time into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation.
Appears in 1 contract