Subsidiary Common Stock. Upon the Effective Date, by virtue of the Merger and without any action on the part of the shareholder thereof, each share in the common stock of Subsidiary issued and outstanding immediately prior to the Effective Date shall be cancelled.
Subsidiary Common Stock. Each share of capital stock of the Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation.
Subsidiary Common Stock. HEALTHSOUTH owns, beneficially and of record, all of the issued and outstanding shares of Subsidiary Common Stock, which are validly issued and outstanding, fully paid and nonassessable, free and clear of all liens and encumbrances. HEALTHSOUTH has the corporate power to endorse and surrender such Subsidiary Shares for cancellation pursuant to this Plan of Merger. HEALTHSOUTH has taken all such actions as may be required in its capacity as the sole stockholder of the Subsidiary to approve the Merger.
Subsidiary Common Stock. Upon the Effective Date of the Merger, each share of Common Stock, $0.001 par value, of Subsidiary issued and outstanding immediately before the Effective Date of the Merger shall, by virtue of the Merger and without any action by Subsidiary, by the holder of such shares or by any other person be canceled and returned to the status of authorized but unissued shares.
Subsidiary Common Stock. MedPartners owns, beneficially and of record, all of the issued and outstanding shares of Common Stock, par value $1.00 per share, of the Subsidiary (the "Subsidiary Common Stock"), which are validly issued and outstanding, fully paid and nonassessable, free and clear of all liens and encumbrances. MedPartners has, or will by the Effective Time have, taken all such actions as may be required in its capacity as the sole stockholder of the Subsidiary to approve the Merger.
Subsidiary Common Stock. The common stock, par value $.001 per share, of ------------------------------ the Subsidiary.
Subsidiary Common Stock. Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof or the Constituent Corporations, each share of Subsidiary Common Stock issued and outstanding immediately prior to the Effective Date shall be cancelled.
Subsidiary Common Stock. Acquirer owns, beneficially and of record, all of the issued and outstanding shares of Subsidiary Common Stock, which are duly authorized, validly issued and outstanding, fully paid and nonassessable, free and clear of all liens and encumbrances. Acquirer has the corporate power to endorse and surrender such Subsidiary Shares for cancellation pursuant to the Plan of Merger. At or prior to consummation of the Merger, Acquirer will have taken all such actions as may be required in its capacity as the sole shareholder of Subsidiary to approve the Merger.
Subsidiary Common Stock. As of the date hereof, all issued and outstanding shares of Seller Subsidiary Common Stock are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Seller Subsidiary Common Stock was issued in violation of any preemptive rights. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of any such Seller Subsidiaries or obligating any such Seller Subsidiary or the Seller to issue or sell any shares of capital stock of, or other interest in, any such Seller Subsidiary. There are no outstanding contractual obligations of any such Seller Subsidiary to repurchase, redeem or otherwise acquire any shares of such Seller Subsidiary's Common Stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person (other than as set forth in the Joint Venture Agreements, the MSDI Loan Agreement or the Redemption Agreement). The Seller Subsidiary Common Stock described on SCHEDULE 3.02 constitutes all the issued and outstanding capital stock of each Seller Subsidiary which is a corporation and are owned of record and beneficially by the Seller, free and clear of all Encumbrances. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Seller Subsidiary Common Stock.
Subsidiary Common Stock. At the Effective Time of the Merger, each share of the Subsidiary Common Stock outstanding immediately prior to the Effective Time of the Merger shall remain issued and outstanding.
