Common use of Merger Sub Shares Clause in Contracts

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party, the SPAC Shareholders or Holdings, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Company.

Appears in 2 contracts

Sources: Business Combination Agreement (Home Plate Acquisition Corp), Business Combination Agreement (Home Plate Acquisition Corp)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party, the SPAC Shareholders or Holdingsholder thereof, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid an issued and non-assessable outstanding share of common stock of the Surviving Companysurviving corporation in the Merger.

Appears in 2 contracts

Sources: Merger Agreement (TC Power Management Corp.), Merger Agreement (Corporate Road Show Dot Com Inc)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party, Party or the SPAC Shareholders or Holdingsholders of Merger Sub Shares, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and non-assessable Class A ordinary share, par value $0.0001 per share, of the Surviving Company, which shall constitute the only issued and outstanding share of common stock capital of the Surviving Company.

Appears in 2 contracts

Sources: Business Combination Agreement (Leibovitch Yoav), Business Combination Agreement (Endurance Acquisition Corp.)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party, Party or the SPAC Shareholders or HoldingsShareholders, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Company.

Appears in 2 contracts

Sources: Business Combination Agreement (Athena Technology Acquisition Corp. II), Business Combination Agreement (Air Water Co)

Merger Sub Shares. At As of the Merger Effective Time, by virtue each share of capital stock of Merger Sub issued and outstanding immediately prior to the Merger and Effective Time shall, without any action on the part of any PartyMerger Sub, the SPAC Shareholders or Holdings, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common the corresponding class of capital stock of the Surviving CompanyCorporation.

Appears in 1 contract

Sources: Merger Agreement (United Rentals North America Inc)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party, the SPAC Purchaser Shareholders or Holdingsthe Holdings Nominee, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into continue existing and become one validly issued, fully paid held by Holdings and non-assessable share of common stock constitute the only issued and outstanding shares in the capital of the Surviving Company.

Appears in 1 contract

Sources: Business Combination Agreement (GoGreen Investments Corp)

Merger Sub Shares. At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any Party, Party or the SPAC Shareholders holders of securities of the Company or HoldingsMerger Sub, each Merger Sub Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share of common stock of the Second Surviving Company.

Appears in 1 contract

Sources: Business Combination Agreement (Inflection Point Acquisition Corp. III)

Merger Sub Shares. At Each share of common stock of the Merger Sub issued and outstanding immediately prior to the Effective TimeTime shall, by virtue of the Merger and without any action on the part of any Partythe holder thereof, be converted at the SPAC Shareholders or Holdings, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving CompanyCorporation.

Appears in 1 contract

Sources: Merger Agreement (Bank of Granite Corp)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any PartyParty or any other Person, each share of capital stock of Merger Sub (collectively, the SPAC Shareholders or Holdings, each Merger Sub Share that is Shares”) issued and outstanding as of immediately prior to the Merger Effective Time shall be automatically canceled and extinguished and converted into and become one validly issued, fully paid and non-assessable share (in exchange for the cancellation of common the capital stock of Merger Sub and the funding of the SPAC Share Consideration) into one (1) newly issued Surviving CompanySPAC Share.

Appears in 1 contract

Sources: Business Combination Agreement (ESH Acquisition Corp.)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any PartyParty or any other Person, each share of capital stock of Merger Sub (collectively, the SPAC Shareholders or Holdings, each Merger Sub Share that is Shares”) issued and outstanding as of immediately prior to the Merger Effective Time shall be automatically cancelled and extinguished and converted into and become one validly issued, fully paid and non-assessable share (in exchange for the cancellation of common the capital stock of Merger Sub and the funding of the DSAQ Share Consideration) into one (1) newly issued Surviving CompanySPAC Share.

Appears in 1 contract

Sources: Business Combination Agreement (Direct Selling Acquisition Corp.)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party, the SPAC Shareholders or Holdingsholder thereof, each Merger Sub Share that is issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid an issued and non-assessable outstanding share of common stock of the Surviving Companysurviving corporation in the Merger so that the Company will be the sole shareholder of Gardedam.

Appears in 1 contract

Sources: Merger Agreement (Cantabio Pharmaceuticals Inc.)

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any PartyParty or any other Person, each share of capital stock of Merger Sub (collectively, the SPAC Shareholders or Holdings, each Merger Sub Share that is Shares”) issued and outstanding as of immediately prior to the Merger Effective Time shall be automatically cancelled and extinguished and converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving CompanySPAC Share.

Appears in 1 contract

Sources: Business Combination Agreement (Gores Guggenheim, Inc.)