Conversion of Equity Interests. (a) Under and subject to the terms and conditions of this Merger Agreement, the Equity Holder is entitled to receive as a result of and upon consummation of the Merger, the Merger Consideration set forth under the heading “Arcade LLC” in Schedule 1.07.
(b) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Arcade LLC or the Equity Holder, each outstanding equity interest in Arcade LLC (each an “Equity Interest”) shall be converted automatically into the right of the Equity Holder to receive Company Shares, in the amount set forth opposite its name under the heading “Arcade LLC” in Schedule 1.07 (the “Merger Consideration”).
(c) No fractional Company Shares shall be issued to the Equity Holder pursuant to this Merger Agreement. If aggregating all Company Shares that the Equity Holder otherwise would be entitled to receive as a result of the Merger would require the issuance of a fractional Company Share, the Equity Holder shall instead be entitled to receive one full Company Share in lieu of such fractional Company Share.
(d) From and after the Effective Time, each Equity Interest converted into the right to receive the Merger Consideration pursuant to Section 1.07(b) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and the holder of such Equity Interest so converted shall thereafter cease to have any rights as an equity holder, except the right to receive the Merger Consideration applicable thereto.
Conversion of Equity Interests. At the Effective Time, by virtue of the Merger and without any action on the part of BCIC, TCPC or Merger Sub or the holder of any of the following securities:
(a) Each limited liability company interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one limited liability company interest of the Surviving Company, which shall constitute the only equity interests of the Surviving Company issued and outstanding immediately after the Effective Time.
(b) All shares of common stock, par value $0.001 per share, of BCIC (the “BCIC Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned (i) by TCPC or any of its Consolidated Subsidiaries (including Merger Sub) or (ii) by BCIC as treasury stock shall, in each case, be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of TCPC (the “TCPC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”).
(c) Subject to Section 1.5(e), each share of BCIC Common Stock issued and outstanding immediately prior to the Effective Time, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of TCPC Common Stock equal to the Exchange Ratio (the “Merger Consideration”).
(d) All of the shares of BCIC Common Stock converted into the right to receive the Merger Consideration pursuant to Section 1.5(c) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of BCIC Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of BCIC Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b).
(e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing BCIC Net Asset Value and/or the Closing TCPC Net Asset Value, as applicable) to account for the Tax Dividend, if applicable, or if, between the Determination Date and the Effective Time, the respective issued and outstanding shares of TCPC Common Stock or BCIC Common Stock shall have been inc...
Conversion of Equity Interests. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the Buyer, Merger Sub, the Company, any Stockholder or any holder of any shares of capital stock of Merger Sub:
(i) Each Share issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and any Dissenting Shares) shall be converted into the right to receive the Per Share Merger Consideration, in cash, without interest and upon such conversion shall be cancelled and shall cease to exist;
(ii) Each Share that is owned by the Buyer or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor;
(iii) Each Share that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (the Shares described in Section 2.6(a)(ii) and this Section 2.6(a)(iii), “Cancelled Shares”); and
(iv) Each share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid share of common stock, par value $0.001 per share, of the Surviving Corporation.
(b) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the Buyer, Merger Sub, the Company or any holder of any In-the-Money Options or RSUs:
(i) each In-the-Money Option (whether vested or unvested) issued and outstanding as of immediately prior to the Effective Time shall automatically be cancelled, and in consideration of such cancellation, shall automatically be converted into the right to receive an amount in cash equal to the product of (1) the number of Shares then subject to such In-the-Money Option and (2) the excess of the Closing Per Share Merger Consideration over the per Share exercise price of each such In-the-Money Option, together with any amounts that may be payable in respect of such In-the-Money Option from the Adjustment Escrow Fund, the Indemnity Escrow Fund, the Equity Representative Fund or pursuant to Section 2.10(g) at the respective times and subject to the contingencies specified in this...
Conversion of Equity Interests. Each share of MPMO HoldCo preferred stock issued and outstanding immediately prior to the effective time of the initial MPMO merger will be converted into the right to receive (i) the number of shares of FVAC Class A common stock equal to (A) 71,941,543.08436 divided by (B) the sum of (1) the number of shares of MPMO HoldCo common stock plus (2) the number of shares of MPMO HoldCo preferred stock, in each case, outstanding as of immediately prior to the closing and (ii) the contingent right to receive Earnout Shares that may be issued in accordance with the terms of the Merger Agreement. Each share of MPMO HoldCo common stock issued and outstanding immediately prior to the effective time of the initial MPMO merger will be converted into the right to receive (i) the number of shares of FVAC Class A common stock equal to (A) 71,941,543.08436 divided by (B) the sum of (1) the number of shares of MPMO HoldCo common stock plus (2) the number of shares of MPMO HoldCo preferred stock, in each case, outstanding as of immediately prior to the closing and (ii) the contingent right to receive Earnout Shares that may be issued in accordance with the terms of the Merger Agreement. Each share of SNR HoldCo common stock issued and outstanding immediately prior to the effective time of the initial SNR merger will be converted into the right to receive (i) the number of shares of FVAC Class A common stock equal to (A) 20,000,000 divided by (B) the number of shares of SNR HoldCo common stock outstanding as of immediately prior to the closing and (ii) the contingent right to receive Earnout Shares that may be issued in accordance with the terms of the Merger Agreement. No fractional shares will be issued in connection with the Business Combination. In lieu thereof, FVAC shall pay or cause to be paid cash to each holder who otherwise would have been entitled to receive a fractional share. Upon the closing of the Business Combination, all Founder Shares outstanding at the time of the Business Combination will automatically convert, in accordance with FVAC’s existing charter, to FVAC Class A common stock, and a percentage of such shares will be subject to the vesting and forfeiture provisions set forth in the Parent Sponsor Letter Agreement. For more information, see “Related Agreements—Parent Sponsor Letter Agreement”. We refer these transactions, together with the Mergers and the other transactions and ancillary agreements contemplated by the Merger Agreement as the “Business...
Conversion of Equity Interests. At the effective time, (i) each outstanding share of Nuvation Bio Class A common stock and Nuvation Bio Series A preferred stock will be canceled and converted into the right to receive a number of shares of New Nuvation Bio Class A common stock equal to the exchange ratio and
Conversion of Equity Interests. Immediately prior to the First Effective Time, each share of Katapult preferred stock issued and outstanding will be converted into a number of shares of Katapult common stock in accordance with the (i) Conversion Written Consent and (ii) Katapult charter. In addition, as of the First Effective Time: • each share of Katapult common stock (including common stock to be issued as a result of the conversion of Katapult preferred stock in connection with the merger) that is issued and outstanding immediately prior to the First Effective Time (other than dissenting shares and Unvested Katapult Restricted Shares) will be cancelled and converted into the right to receive the applicable portion of the merger consideration, in accordance with the Allocation Schedule, consisting of (i) cash consideration, as determined under the merger agreement and further described herein, (ii) a number of shares of New Katapult common stock equal to (a) $833.0 million (subject to adjustment in accordance with the terms of the merger agreement and net of the value of all Katapult Options to be converted into New Katapult options), minus the aggregate amount of cash paid in clause (i), divided by (b) 10 and (iii) the applicable portion of the 7,500,000 restricted shares of New Katapult common stock that will vest upon, among other things, the achievement of certain earn-out thresholds prior to the sixth anniversary of the closing of the merger. See “The Merger Agreement — Merger Consideration.” • each Katapult Option that is outstanding immediately prior to the first Effective Time and held by a Pre-Closing Holder who has been actively employed by the Company for at least 730 consecutive days as of the First Effective Time will accelerate and become fully vested as of First Effective Time in accordance with the terms of Katapult’s equity incentive plan. In addition, each Katapult Option, whether vested or unvested, that is outstanding immediately prior to the First Effective Time and held by a Pre-Closing Holder will be assumed and converted into an option with respect to a number of shares of New Katapult common stock in the manner set forth in the merger agreement; • each Vested Katapult Restricted Share will be cancelled and entitled to receive a portion of the merger consideration in accordance with the Allocation Schedule, and each Unvested Katapult Restricted Share will be cancelled for no consideration; and • each then-active employee of Katapult who is a Pre-Closing Holder w...
Conversion of Equity Interests. (a) Under and subject to the terms and conditions of this Agreement, each Equity Holder is entitled to receive as a result of and upon consummation of the Mergers, the Merger Consideration set forth in Schedule 1.07(b).
(b) At the Effective Time, by virtue of the Mergers and without any action on the part of the Company, Merger Sub, the WvF Parties or any Equity Holder, each equity interest in each WvF 1325 Party (each an “Equity Interest”) shall be converted automatically into the right of the Equity Holder to receive Company Shares, in the amount set forth opposite its name in Schedule 1.07(b) (the “Merger Consideration”).
(c) No fractional Company Shares shall be issued to an Equity Holder pursuant to this Agreement. If aggregating all Company Shares that an Equity Holder otherwise would be entitled to receive as a result of the Mergers would require the issuance of a fractional Company Share, such Equity Holder shall instead be entitled to receive one full Company Share in lieu of such fractional Company Share.
(d) From and after the Effective Time, each Equity Interest converted into the right to receive the Merger Consideration pursuant to Section 1.07(b) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of such Equity Interest so converted shall thereafter cease to have any rights as an Equity Holder, except the right to receive the Merger Consideration applicable thereto.
(e) As soon as practicable following the determination of the Price to the Public and prior to the Merger Closing, all calculations relating to the Merger Consideration to be received by each Equity Holder shall be performed in good faith by, or under the direction of, the Company.
(f) All equity interests in Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding as equity interests of the Surviving Entity.
Conversion of Equity Interests. At the Effective Time, by virtue of the Mergers and without any action on the part of Buyer, Sxxxx Maritime, Go Big or any of the Seller Parties:
(a) the Equity Interests shall be converted automatically into the right to receive, in the aggregate, an amount in cash equal to the following (the “Merger Consideration”):
(i) $117,698,532, less
(ii) all prepaid revenue of the Subject Companies as of the Closing Date (as certified in writing by the President of Sxxxx Maritime), less
(iii) an amount equal to the difference between $500,000 and the amount of cash that is expected to be reflected on the Closing Date Balance Sheet as finally determined pursuant to Section 6.11 (as certified in writing by the President of Sxxxx Maritime), provided that no reduction shall be made if the amount of cash that is expected to be reflected on the Closing Date Balance Sheet is equal to or greater than $500,000; less
(iv) all bonuses or other compensation paid or promised by Sxxxx Maritime to its employees pursuant to Section 6.12(c), including all employment or other taxes payable by Sxxxx Maritime in connection with such amounts; and At the Effective Time, the Merger Consideration shall be paid by wire transfer to the Seller Parties in the amounts set forth on Schedule 2.8 to an account or accounts designated in writing by the Seller Parties. If the Closing Date Balance Sheet, as finally determined pursuant to Section 6.11, would result in a change to the Merger Consideration as calculated on the Closing Date (due to variances in prepaid revenue or cash on hand), then, within ten business days after such final determination, the Merger Consideration shall be so adjusted and Buyer shall pay to the Seller Parties, or the Seller Parties shall refund to Buyer, the amount in cash of such adjustment, as the case may be;
(b) all such Equity Interests shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and the Seller Parties shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration; and
(c) the membership interests of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for validly issued, fully paid and nonassessable membership interests in the Surviving Entity.
Conversion of Equity Interests. The manner and basis of converting the equity interests of each of the Constituent Organizations shall be as follows:
(a) At the Effective Time, each share of common stock of the Company, par value $.001 per share (the "Company Common Stock"), that is issued and outstanding immediately before the Effective Time (other than (1) shares of Company Common Stock as to which appraisal rights are exercised under Section 262 of the DGCL and Section 1.6 hereof and (2) shares of Company Common Stock held of record by Buyer or Buyer Subsidiary or any other direct or indirect wholly owned subsidiary of Buyer or the Company immediately before the Effective Time) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive (as provided in Section 1.8 hereof) $14.00 in cash, less the Excess Expense Amount (as defined in Section 8.1 hereof), if any (the "Merger Consideration").
(b) At the Effective Time, each unit of membership interest in Buyer Subsidiary that is issued and outstanding immediately before the Effective Time shall remain outstanding and shall not be converted into any other securities or cash in the Merger.
(c) At the Effective Time, each share of Company Common Stock held of record by Buyer or Buyer Subsidiary or any other direct or indirect wholly owned
Conversion of Equity Interests. (a) At the Company Effective Time, by virtue of the Company Merger and without any action on the part of Merger Sub, Buyer, the Company, the Sellers or any other Person, (i) the Company Partnership Interests shall thereupon be cancelled and extinguished and converted automatically into and become the right to receive the payments under Section 2.7(b) and Section 2.9 on the terms and subject to the conditions set forth herein and (ii) each of the issued and outstanding limited liability company interests in Merger Sub shall automatically be converted into and become partnership interests in the Surviving Company.
(b) At the Blocker Effective Time, by virtue of the Blocker Merger and without any action on the part of Blocker Merger Sub, Blocker, HD Waterworks, Inc., the Sellers or any other Person, (i) the HD Waterworks Equity Interests shall thereupon be cancelled and extinguished and converted into and become the right to receive the payments under Section 2.7(b) and Section 2.9 on the terms and subject to the conditions set forth herein and (ii) each of the issued and outstanding limited liability company interests in Blocker Merger Sub shall automatically be converted into and become equity interests in the Surviving Blocker.
