Share Capital of Merger Sub. Each ordinary share, par value one Israeli Agora (NIS 0.1) per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically and without further action converted into one validly issued, fully paid and nonassessable ordinary share, par value one Israeli Agora (NIS 0.1) per share, of the Surviving Company and such ordinary shares shall constitute the only outstanding share capital of the Surviving Company. Each certificate evidencing ownership of such shares of Merger Sub immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of the Surviving Company.
Appears in 2 contracts
Samples: Merger Agreement (Lumenis LTD), Merger Agreement (Lumenis LTD)
Share Capital of Merger Sub. Each ordinary shareOrdinary Share, of no par value one Israeli Agora (NIS 0.1) per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically and without further action converted into one validly issued, fully paid and nonassessable ordinary shareOrdinary Share, par value one Israeli Agora (NIS 0.10.01) per share, of the Surviving Company and such ordinary shares Ordinary Shares, together with the Excluded Shares, shall constitute the only outstanding share capital of the Surviving Company. Each certificate evidencing ownership of such shares of Merger Sub immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of the Surviving Company.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Mazor Robotics Ltd.)
Share Capital of Merger Sub. Each ordinary shareOrdinary Share, of no par value one Israeli Agora (NIS 0.1) per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically and without further action converted into one validly issued, fully paid and nonassessable ordinary shareOrdinary Share, par value one New Israeli Agora Shekel (NIS 0.11) per share, of the Surviving Company and such ordinary shares Ordinary Shares, shall constitute the only outstanding share capital of the Surviving Company. Each certificate evidencing ownership of such shares of Merger Sub immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of the Surviving Company.
Appears in 2 contracts
Samples: Merger Agreement (Ultra Clean Holdings, Inc.), Merger Agreement (Ultra Clean Holdings, Inc.)
Share Capital of Merger Sub. Each ordinary shareOrdinary Share, par value one Israeli Agora (NIS 0.10.01) per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically and without further action converted into one validly issued, fully paid and nonassessable ordinary sharenon-assessable Ordinary Share, par value one Israeli Agora (NIS 0.10.01) per share, of the Surviving Company and such ordinary shares Ordinary Shares shall constitute the only outstanding share capital of the Surviving Company. Each certificate evidencing ownership of such shares of Merger Sub immediately prior to the Effective Time Time, if any, shall, as of the Effective Time, evidence ownership of such shares of the Surviving Company.
Appears in 2 contracts
Samples: Merger Agreement (Enzymotec Ltd.), Merger Agreement (Frutarom LTD)
Share Capital of Merger Sub. Each ordinary share, par value one Israeli Agora (NIS 0.1) per share, share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically shall, by virtue of the Merger and without further action on the part of Parent or Merger Sub, be converted into and become one validly issued, fully paid and nonassessable non-assessable ordinary share, par value NIS 0.01 (one Israeli Agora (NIS 0.1Agora) per share, of the Surviving Company Corporation as shall be issued and outstanding as of the Effective Time and such ordinary shares shall constitute the only outstanding share capital of the Surviving CompanyCorporation. Each certificate evidencing ownership of such shares of Merger Sub immediately prior to the Effective Time shall, as of the Effective Time, will evidence ownership of such shares of the Surviving CompanyCorporation.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Merger (Avid Technology, Inc.)
Share Capital of Merger Sub. Each ordinary shareOrdinary Share, of no par value one Israeli Agora (NIS 0.1) per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically and without further action converted into one validly issued, fully paid and nonassessable ordinary shareOrdinary Share, par value one New Israeli Agora Shekel (NIS 0.11.00) per share, of the Surviving Company and such ordinary shares Ordinary Shares shall constitute the only outstanding share capital of the Surviving Company. Each certificate evidencing ownership of such shares of Merger Sub immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of the Surviving Company.
Appears in 1 contract
Share Capital of Merger Sub. Each ordinary shareOrdinary Share, with no par value one Israeli Agora (NIS 0.1) per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically and without further action converted into one validly issued, fully paid and nonassessable ordinary shareOrdinary Share, par value one four Israeli Agora Agorot (NIS 0.10.04) per share, of the Surviving Company and such ordinary shares Ordinary Shares shall constitute the only outstanding share capital of the Surviving Company. Each certificate evidencing ownership of such shares of Merger Sub immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of the Surviving Company.
Appears in 1 contract
Share Capital of Merger Sub. Each ordinary shareOrdinary Share, par value one Israeli Agora (NIS 0.10.01) per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically and without further action converted into one validly issued, fully paid and nonassessable ordinary shareOrdinary Share, par value one Israeli Agora (NIS 0.10.01) per share, of the Surviving Company and such ordinary shares Ordinary Shares shall constitute the only outstanding share capital of the Surviving Company. Each certificate evidencing ownership of such shares of Merger Sub immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of the Surviving Company.
Appears in 1 contract
Samples: Merger Agreement (Given Imaging LTD)
Share Capital of Merger Sub. Each ordinary share, par value one Israeli Agora (NIS 0.10.01) per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically and without further action converted into one (1) validly issued, fully paid and nonassessable ordinary share, par value one Israeli Agora (NIS 0.10.01) per share, of the Surviving Company and all such ordinary shares shall constitute the only outstanding share capital of the Surviving Company. Each certificate evidencing ownership of such shares of Merger Sub immediately prior to the Effective Time shall, as of the Effective Time, evidence ownership of such shares of the Surviving Company.
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