Common use of Capital Stock of Merger Sub Clause in Contracts

Capital 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 and become, and shall represent, one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding share of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with immediately preceding sentence.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Inovalon Holdings, Inc.), Merger Agreement (Vmware, Inc.)

Capital 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, and shall represent, become one validly issued, fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation Corporation, and such shares shall constitute the only outstanding share shares of capital stock of the Surviving CorporationCorporation as of the Effective Time. From and after the Effective Time, all certificates representing the common stock shares of Merger Sub shall be deemed for all purposes to represent the number of common shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Sources: Merger Agreement (API Technologies Corp.), Merger Agreement (Spectrum Control Inc)

Capital Stock of Merger Sub. Each issued and fully outstanding share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become, and shall represent, become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding share shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Sources: Merger Agreement (Straight Path Communications Inc.), Merger Agreement (Straight Path Communications Inc.)

Capital 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, and shall represent, become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation Company and such shares shall constitute the only outstanding share shares of capital stock of the Surviving CorporationCompany. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation Company into which they were converted in accordance with immediately the preceding sentence.

Appears in 2 contracts

Sources: Merger Agreement (Amylin Pharmaceuticals Inc), Merger Agreement (Bristol Myers Squibb Co)

Capital Stock of Merger Sub. Each issued and outstanding share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become, and shall represent, become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation at the Effective Time, and shall constitute the only outstanding share shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common capital stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Sources: Escrow Agreement (SCG Financial Acquisition Corp.), Merger Agreement (SCG Financial Acquisition Corp.)

Capital Stock of Merger Sub. Each issued and outstanding share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become, and shall represent, become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding share shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 2 contracts

Sources: Merger Agreement (Sage Summit LP), Merger Agreement (GLG Partners, Inc.)

Capital 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 and become, and shall represent, one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding share shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (Emc Corp)

Capital Stock of Merger Sub. Each share of common stock stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become, become one (1) newly and shall represent, one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding share shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the Each certificate evidencing ownership of such shares of common stock of Merger Sub shall be deemed for all purposes to represent the number thereafter evidence ownership of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (Medidata Solutions, Inc.)

Capital Stock of Merger Sub. Each issued and fully outstanding share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become, and shall represent, become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding share shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (Avista Healthcare Public Acquisition Corp.)

Capital Stock of Merger Sub. Each issued and outstanding share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become, and shall represent, become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation and shall constitute the only outstanding share shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (SBS Technologies Inc)

Capital Stock of Merger Sub. Each share of common stock stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become, and shall represent, become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation Corporation, and shall constitute the only outstanding share shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall thereafter be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (Nextgen Healthcare, Inc.)

Capital Stock of Merger Sub. Each issued and outstanding share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become, and shall represent, become one validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per sharevalue, of the Surviving Corporation and shall constitute the only outstanding share shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (Merix Corp)

Capital Stock of Merger Sub. Each issued and outstanding share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become, and shall represent, become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding share shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common shares of capital stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (Authentec Inc)

Capital Stock of Merger Sub. Each issued and outstanding share of common capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become, and shall represent, become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding share shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (Maine & Maritimes Corp)

Capital 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, and shall represent, become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation Company and such shares shall constitute the only outstanding share shares of capital stock of the Surviving CorporationCompany. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation Company into which they were converted in accordance with immediately the preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (KSW Inc)

Capital Stock of Merger Sub. Each share of common stock capital 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, and shall represent, become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation and shall constitute the only outstanding share of capital stock shares of the Surviving Corporation. From and after the Effective Time, all certificates certificates, if any, representing the common shares of capital stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (United Retail Group Inc/De)

Capital 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, and shall represent, become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation Corporation, and such shares shall constitute the only outstanding share shares of capital stock of the Surviving CorporationCorporation as of the Effective Time. From and after the Effective Time, all certificates representing the common stock shares of Merger Sub shall be deemed for all purposes to represent the number of common shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Appears in 1 contract

Sources: Merger Agreement (Greatbatch, Inc.)