Merger Subsidiary Common Stock Clause Samples
The "Merger Subsidiary Common Stock" clause defines how the shares of common stock held by a subsidiary created for the purpose of a merger are treated during the transaction. Typically, this clause specifies that all outstanding shares of the merger subsidiary will be converted into shares of the surviving or parent company, or may be canceled without consideration, depending on the structure of the merger. This ensures that the merger subsidiary is fully integrated into the surviving entity and that its separate equity structure is eliminated, thereby simplifying the post-merger corporate structure and preventing any lingering ownership interests in the now-defunct subsidiary.
Merger Subsidiary Common Stock. At and after the Effective Time, each share of common stock of Merger Subsidiary, no par value per share (the “Merger Subsidiary Common Stock”), issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.
Merger Subsidiary Common Stock. Each share of Common Stock of the Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one issued and outstanding share of Common Stock of the Surviving Bank.
Merger Subsidiary Common Stock. 3 NYBCL........................................................................1 NYPSC........................................................................2
Merger Subsidiary Common Stock. Each of the 100 shares of common stock of the Merger Subsidiary, par value $1.00 per share ("MERGER SUBSIDIARY COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding after the Merger as shares of the Surviving Corp., which shall thereafter constitute all of the issued and outstanding shares of the Surviving Corp.
Merger Subsidiary Common Stock. At the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Merger Subsidiary which was issued and outstanding immediately prior to the Effective Time of the Merger shall be converted into the right to receive one (1) share of ACS Common Stock.
Merger Subsidiary Common Stock. By virtue of the ------ ---------- ------ ----- Acquisition Merger, automatically and without any action on the part of the holder thereof, each share of Merger Subsidiary Common Stock issued and outstanding immediately prior to the Effective Time shall become and be converted into 1.00 share of common stock of the Surviving Corporation, par value $1.00 per share ("Surviving Corporation Common Stock"). Each certificate which immediately --------- ----------- ------ ----- prior to the Effective Time represented outstanding shares of Merger Subsidiary Common Stock shall on and after the Effective Time be deemed for all purposes to represent the number of shares of Surviving Corporation Common Stock into which the shares of Merger Subsidiary Common Stock represented by such certificate shall have been converted pursuant to this Section 2.09(b).
Merger Subsidiary Common Stock. Merger Subsidiary Common Stock" shall have the meaning set forth in Section 5.2 hereof.
Merger Subsidiary Common Stock. Each issued and outstanding share of the Merger Subsidiary Common Stock shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.
Merger Subsidiary Common Stock. By virtue of the Acquisition Merger, automatically and without any action on the part of the holder thereof, each share of Merger Subsidiary Common Stock issued and outstanding immediately prior to the Effective Time shall become and be converted into 1.00 share of common stock of the Surviving Corporation, par value $1.00 per share ("Surviving Corporation Common Stock"). Each certificate which immediately prior to the Effective Time represented outstanding shares of Merger Subsidiary Common Stock shall on and after the Effective Time be deemed for all purposes to represent the number of shares of Surviving Corporation Common Stock into which the shares of Merger Subsidiary Common Stock represented by such certificate shall have been converted pursuant to this Section 2.09(b).
Merger Subsidiary Common Stock. Each share of the Merger Subsidiary Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and owned by the Parent ("Surviving Corporation Common Stock").