Conversion of First Surviving Corporation Shares. At the Second Effective Time, by virtue of the Second Merger and without any action on the part of any of the Parties or holders of any securities of the First Surviving Corporation or of Merger Sub 2, (i) each membership interest of Merger Sub 2 issued and outstanding immediately prior to the Second Effective Time shall remain outstanding as a membership interest of the Surviving Company and (ii) all shares of common stock of the First Surviving Corporation shall no longer be outstanding and shall automatically be cancelled and shall cease to exist without any consideration being payable therefor.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Surgical Care Affiliates, Inc.), Agreement and Plan of Reorganization (Alexion Pharmaceuticals Inc), Agreement and Plan of Reorganization (Synageva Biopharma Corp)
Conversion of First Surviving Corporation Shares. At the Second Effective Time, by virtue of the Second Merger and without any action on the part of any of the Parties or holders of any securities of the First Surviving Corporation Company or of Merger Sub 2, (i) each membership interest of Merger Sub 2 issued and outstanding immediately prior to the Second Effective Time shall remain issued and outstanding as a membership interest of the Surviving Company and (ii) all shares of common stock of the First Surviving Corporation Company shall no longer be issued and outstanding and shall automatically be cancelled and shall cease to exist without any consideration being payable therefor.
Appears in 1 contract
Samples: Business Combination Agreement (Legacy Acquisition Corp.)
