Common use of Shares of Merger Sub Clause in Contracts

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

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Apollo Endosurgery, Inc.), Agreement and Plan of Merger (Aegion Corp)

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Shares of Merger Sub. Each issued and outstanding share of common stock, par value $0.01 per share, capital stock of Merger Sub 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 $0.01 0.0001 per share, of the Surviving CompanyCorporation.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Cyclo Therapeutics, Inc.), Agreement and Plan of Merger (Applied Molecular Transport Inc.), Agreement and Plan of Merger (Cyclo Therapeutics, Inc.)

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

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Nordson Corp), Voting and Support Agreement (Nordson Corp), Agreement and Plan of Merger (Atrion Corp)

Shares of Merger Sub. Each share of common stock, no par value $0.01 per share, of Merger Sub 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, no par value $0.01 per share, of the Surviving Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Zoetis Inc.), Agreement and Plan of Merger (Abaxis Inc), Agreement and Plan of Merger (Cepheid)

Shares of Merger Sub. Each issued and outstanding share of common stock, par value $0.01 per share0.01, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CompanyCorporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Agl Resources Inc), Agreement and Plan of Merger (Southern Co), Agreement and Plan of Merger

Shares of Merger Sub. Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding Common Stock immediately prior to the Effective Time Merger shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving CompanyEntity.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Guilford Pharmaceuticals Inc), Agreement and Plan of Merger (Mgi Pharma Inc)

Shares of Merger Sub. Each share of the common stock, $0.01 par value $0.01 per share, of Merger Sub Sub, issued and outstanding immediately prior to the Effective Time shall Time, shall, at the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub or any other Person, be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.01 per share, of the Surviving CompanyCorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hospitality Properties Trust), Agreement and Plan of Merger (Travelcenters of America LLC)

Shares of Merger Sub. Each At the Effective Time, each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of newly issued common stock, par value $0.01 per share, stock of the Surviving CompanyCorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Frederick's of Hollywood Group Inc /Ny/), Agreement and Plan of Merger (FOHG Holdings, LLC)

Shares of Merger Sub. Each common share of common stock, par value $0.01 per share, of Merger Sub issued and that is outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stockshare, par value $0.01 per share, of the Surviving CompanyCorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Itt Corp), Agreement and Plan of Merger (Edo Corp)

Shares of Merger Sub. Each issued and outstanding share of -------------------- common stock, par value $0.01 .001 per share, of Merger Sub issued shall, by virtue of the Merger and outstanding immediately prior to without any action on the Effective Time shall part of the holder thereof, be converted into and become one validly issued, fully paid and nonassessable share of the common stock, par value $0.01 .01 per share, of the Surviving CompanyCorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Net2phone Inc), Agreement and Plan of Merger (Netspeak Corp)

Shares of Merger Sub. Each share of At the Effective Time, all the common stock, par value $0.01 0.10 per share, of Merger Sub issued and (“Merger Sub Stock”) which is outstanding immediately prior to before the Effective Time shall will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CompanyCorporation (“Surviving Corporation Stock”). At the Effective Time, any certificate or other document which evidenced shares of Merger Sub Stock will automatically become and be a certificate or other document evidencing the same number of shares of Surviving Corporation Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lennar Corp /New/), Agreement and Plan of Merger (CalAtlantic Group, Inc.)

Shares of Merger Sub. Each share of common stock, par value $0.01 per share, stock of Merger Sub (the “Merger Sub Common Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of Class A common stock, par value $0.01 1.00 per share, of the Surviving CompanyCorporation and such shares of the Surviving Corporation shall be the only shares of capital stock of the Surviving Corporation that are issued and outstanding immediately after the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advance Auto Parts Inc)

Shares of Merger Sub. Each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .01 per share, of the Surviving CompanyCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Greenwich Air Services Inc)

Shares of Merger Sub. Each share of common stock, par value $0.01 per share1.00, of Merger Sub 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 $0.01 per share, of the Surviving Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Safety Insurance Holdings LTD)

Shares of Merger Sub. Each share of common stock, par value $0.01 0.00001 per share, of Merger Sub 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 $0.01 0.001 per share, of the Surviving Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Qualtrics International Inc.)

Shares of Merger Sub. Each share of Merger Sub’s common stock, $0.0001 par value $0.01 per sharevalue, of Merger Sub issued and outstanding immediately prior to the Effective Time shall upon and by virtue of the Merger be automatically converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of the common stock, $0.0001 par value $0.01 per sharevalue, of the Surviving Company, and such common stock of the Surviving Company issued on that conversion will constitute all of the issued and outstanding shares of capital stock of the Surviving Company immediately following the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Concentrix Corp)

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Shares of Merger Sub. Each At the Effective Time, each share of common stock, $0.01 par value $0.01 per share, share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted convert into and become one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.01 per share, of the Surviving CompanyCorporation, and shall, as of the Effective Time, constitute all of the issued and outstanding capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SAVVIS, Inc.)

Shares of Merger Sub. Each share of common stock, par value $0.01 0.001 per share, of Merger Sub 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 $0.01 0.001 per share, of the Surviving CompanyCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Silk Road Medical Inc)

Shares of Merger Sub. Each At the Effective Time, each share of common stock, $.01 par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted convert into and become one validly issued, fully paid and nonassessable share of common stock, $.01 par value $0.01 per share, of the Surviving CompanyCorporation, and shall, as of the Effective Time, constitute all of the issued and outstanding Capital Securities of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (P&f Industries Inc)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wausau Paper Corp.)

Shares of Merger Sub. Each issued and outstanding share of common stock, par value $0.01 per share.01, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CompanyCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powersecure International, Inc.)

Shares of Merger Sub. Each common share of common stockMerger Sub, $0.01 par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one validly issued, fully paid and nonassessable non-assessable common share of common stock, par value $0.01 per share, of the Surviving Company, and, subject to Section 2.3(b), such common shares of the Surviving Company issued upon that conversion will constitute all of the issued and outstanding shares of the Surviving Company immediately following the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bumble Inc.)

Shares of Merger Sub. Each share of common stock, par value $0.01 .01 per share, of Merger Sub 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 into and become represent one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving CompanyCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edo Corp)

Shares of Merger Sub. Each share of common stockCommon Stock, par -------------------- value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and become exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .01 per share, of the Surviving CompanyCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unc Inc)

Shares of Merger Sub. Each share of common stock, par value $0.01 per share, of Merger Sub 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 $0.01 per share, of the Surviving CompanyCompany and shall constitute the only outstanding shares of capital stock of the Surviving Company immediately following the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bojangles', Inc.)

Shares of Merger Sub. Each As of the Effective Time, by virtue of the Merger and without any action on the part of any Person, each issued and outstanding share of common stock, par value $0.01 per share, stock of Merger Sub 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 $0.01 per share, of the Surviving CompanyCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roadrunner Transportation Systems, Inc.)

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