Common use of Stock of Merger Sub Clause in Contracts

Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (EnerSys), Agreement and Plan of Merger (HMS Holdings Corp), Agreement and Plan of Merger (Teradyne, Inc)

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Stock of Merger Sub. Each share of common stock stock, $0.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time shall Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into and exchanged for one (1) validly issued issued, fully paid and nonassessable share of common stock, $0.01 par value, of the Surviving Corporation. Each stock certificate representing any shares of Merger Sub shall continue to represent ownership of such shares of capital stock of the Surviving Corporation.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Plato Learning Inc), Stockholder Agreement (Axs One Inc), Stockholder Agreement (Unify Corp)

Stock of Merger Sub. Each share of common Merger Sub’s capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Worthington Industries Inc), Agreement and Plan of Merger (PAETEC Holding Corp.)

Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued fully paid and nonassessable share of common stock of the Surviving Corporation and all such shares together shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp)

Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued issued, fully paid and nonassessable share of common stock of the Surviving Corporation and all such shares together shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.)

Stock of Merger Sub. Each share of common stock 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 (1) validly issued issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Consolidated Graphics Inc /Tx/), Agreement and Plan of Merger (Benihana Inc)

Stock of Merger Sub. Each share of common the Merger Sub’s capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 2 contracts

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

Stock of Merger Sub. Each share of common stock 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 (1) validly issued issued, fully paid and nonassessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Template Software Inc)

Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall be converted into one (1) validly issued issued, fully paid and nonassessable share of common stock of the Surviving Corporation and all such shares together shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Usa Technologies Inc)

Stock of Merger Sub. Each share of common stock stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fairfield Communities Inc)

Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Towers Watson & Co.)

Stock of Merger Sub. Each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued fully paid and nonassessable non-assessable share of common stock Common Stock, par value $.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tailwind Acquisition Corp.)

Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation.

Appears in 1 contract

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

Stock of Merger Sub. Each share of common stock stock, par value of $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fairfield Communities Inc)

Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued fully fully, paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kyphon Inc)

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Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued fully paid and nonassessable share of common stock of the Surviving CorporationCorporation and Parent shall be the owner and holder of all such shares.

Appears in 1 contract

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

Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NBC Acquisition Corp)

Stock of Merger Sub. Each share All issued and outstanding shares of common stock stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued issued, fully paid and nonassessable share of common stock Common Stock, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sizeler Property Investors Inc)

Stock of Merger Sub. Each share of common stock of Merger Sub All issued and outstanding shares of common stock, par value $0.0001 per share, of the Merger Sub immediately prior to the Effective Time shall be converted into one (1) validly issued issued, fully paid and nonassessable share of common stock Common Stock, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Revenue Properties Co LTD)

Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued fully paid and nonassessable share of common stock stock, par value $0.0001 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Acme Packet Inc)

Stock of Merger Sub. Each share of common stock stock, par value $.01 per -------------------- share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement of Assumption (Fairfield Communities Inc)

Stock of Merger Sub. Each share of common capital stock of the 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 Parent or the Company, be converted into one (1) validly issued fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Online Resources Corp)

Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pharsight Corp)

Stock of Merger Sub. Each share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued fully paid and nonassessable non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zebra Technologies Corp/De)

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