Common use of Treatment of Purchaser Shares Clause in Contracts

Treatment of Purchaser Shares. At the First Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Purchaser (the “Purchaser Shares”) shall be automatically converted into and become one fully paid and nonassessable share of common stock of the First Surviving Corporation and shall constitute the only outstanding shares of capital stock of the First Surviving Corporation. From and after the First Effective Time, all certificates representing Purchaser Shares shall be deemed for all purposes to represent the number of shares of common stock of the First Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Homeaway Inc), Agreement and Plan of Reorganization (Expedia, Inc.), Agreement and Plan of Reorganization (AbbVie Inc.)

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Treatment of Purchaser Shares. At the First Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Purchaser (the “Purchaser SharesCommon Stock”) shall be automatically converted into and become one fully paid and nonassessable share of common stock of the First Surviving Corporation Company and shall constitute the only outstanding shares of capital stock of the First Surviving CorporationCompany. From and after the First Effective Time, all certificates representing shares of Purchaser Shares Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the First Surviving Corporation Company into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Applied Micro Circuits Corp)

Treatment of Purchaser Shares. At the First Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Purchaser (the “Purchaser Shares”) shall be automatically converted into and become one (1) fully paid and nonassessable share of common stock Class A Common Stock of the First Surviving Corporation and shall constitute the only outstanding shares of capital stock of the First Surviving Corporation. From and after the First Effective Time, all certificates representing Purchaser Shares shall be deemed for all purposes to represent the number of shares of common stock Class A Common Stock of the First Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zulily, Inc.)

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Treatment of Purchaser Shares. At the First Effective Time, each all of the issued and outstanding share shares of common stock, par value $0.01 per share, of Purchaser (the “Purchaser Shares”) shall be automatically converted into and become one all of the fully paid and nonassessable share of common stock membership interests of the First Surviving Corporation Company and shall constitute the only outstanding shares of capital stock membership interests of the First Surviving CorporationCompany. From and after the First Effective Time, all certificates representing Purchaser Shares shall be deemed for all purposes to represent the number of shares of common stock membership interests of the First Surviving Corporation Company into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Samples: Merger Agreement (AMERI Holdings, Inc.)

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