Effect on Merger Sub Stock Sample Clauses

The 'Effect on Merger Sub Stock' clause defines how the shares of the merger subsidiary (Merger Sub) are treated as a result of the merger transaction. Typically, this clause specifies that all outstanding shares of Merger Sub will be converted into shares of the surviving company or otherwise cancelled, depending on the structure of the deal. For example, if Merger Sub is merging into the target company, its shares may be automatically converted into shares of the surviving entity, ensuring continuity of ownership. The core function of this clause is to clarify the fate of Merger Sub’s equity, preventing ambiguity about post-merger ownership and ensuring a smooth legal transition.
Effect on Merger Sub Stock. At the Effective Time of the Merger, each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.
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Effect on Merger Sub Stock. At the Effective Time, each share of common stock, par value $0.002 per share, of Merger Sub then issued and outstanding will, by virtue of the Merger and without any action on the part of Tyhee, Merger Sub, Santa Fe, or the holder thereof, be converted into and become one fully paid and nonassessable share of common stock, par value $0.002 per share, of the Surviving Corporation.
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Effect on Merger Sub Stock. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the equityholders thereof, each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted, without receiving any payment with respect thereto, into and become one validly issued, fully paid and non-assessable share of the Surviving Corporation.
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Effect on Merger Sub Stock. At the Effective Time of the Merger Sub Merger, each share of Merger Sub stock issued and outstanding immediately prior to the Effective Time of the Merger Sub Merger shall, on and at the Effective Time of the Merger Sub Merger and without any action on the part of the holder thereof, be converted into, and shall for all purposes be deemed to represent, one share of Citizens Common Stock. Because the Merger Sub Merger is subject to, and will occur only if it is immediately followed by, the Merger and the cancellation of the Citizens Common Stock, no certificates representing shares of Citizens Common Stock resulting from the conversion of the Merger Sub stock as a result of the Merger Sub Merger will be issued.
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Related to Effect on Merger Sub Stock

  • Merger Sub Stock Each share of common 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) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Effect on Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

  • Non-Merger Except as otherwise provided in this Agreement, the covenants, representations and warranties set out in this Agreement do not merge but survive Closing and, notwithstanding such Closing or any investigation by or on behalf of a Party, continue in full force and effect. Closing does not prejudice any right of one Party against another Party in respect of any remedy in connection with anything done or omitted to be done under this Agreement.

  • Effect of the Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or any holder of any securities of Parent, Merger Sub or the Company:

  • Consolidation, Merger, etc In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.