Effect of First Merger. At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub 1, the Company or the holders of any of the following securities:
Effect of First Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the NRS, at the First Merger Effective Time, Merger Sub 1 shall be merged with and into Dakota. Following the First Merger, the separate corporate existence of Merger Sub 1 shall cease, and Dakota shall continue as the Surviving Corporation in the First Merger and a wholly-owned Subsidiary of JR. From and after the First Merger Effective Time, all the property, rights, powers, privileges and franchises of Dakota and Merger Sub 1 shall be vested in the Surviving Corporation and all of the debts, obligations, liabilities, restrictions and duties of Dakota and Merger Sub 1 shall become the debts, obligations, liabilities and duties of the Surviving Corporation, all as provided under the NRS.
Effect of First Merger. At the Effective Time:
(a) Newco and PAHC (the "First Merger Constituent Corporations") shall be merged into a single corporation, which shall be PAHC. PAHC is hereby designated as the surviving corporation in the First Merger and is hereinafter sometimes called the "First Merger Surviving Corporation."
(b) The separate existence of Newco shall cease.
(c) The First Merger Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a corporation organized under the BCL.
(d) The First Merger Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the First Merger Constituent Corporations; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions for shares and all other choses in action, and all and every other interest of and belonging to or due to each of the First Merger Constituent Corporations shall be taken and deemed to be transferred to and vested in the First Merger Surviving Corporation without further action, act or deed; and the title to any real estate, or any interest therein, vested in either of the First Merger Constituent Corporations shall not revert or be in any way impaired by reason of the First Merger.
(e) The First Merger Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the First Merger Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the First Merger Constituent Corporations may be prosecuted to judgment as if the First Merger had not taken place, or the First Merger Surviving Corporation may be proceeded against or substituted in its place. The First Merger Surviving Corporation expressly assumes and agrees to perform all of Newco's liabilities and obligations. Neither the rights of creditors nor any liens upon the property of either of the First Merger Constituent Corporations shall be impaired by the First Merger.
(f) Any taxes, penalties, and public accounts of the State of Delaware, claimed against either of the First Merger Constituent Corporations but not settled, assessed, or determined prior to the First Merger shall be settled, assessed, or determined against the First Merger Surviving Corporation and, together with interest thereon, shall be a li...
Effect of First Merger. At the First Effective Time, the First Merger shall have the effects set forth in this Agreement and the DGCL. Without limiting the generality of the foregoing and subject thereto, by virtue of the First Merger and without further act or deed, at the First Effective Time, all of the property, rights, privileges, powers and franchises of the Company and First Merger Sub shall vest in the Surviving Company and all of the debts, liabilities and duties of the Company and First Merger Sub shall become the debts, liabilities and duties of the Surviving Company.
Effect of First Merger. On the terms and subject to the conditions set forth herein, at the First Effective Time, by virtue of the First Merger and without any further action on the part of any Party or the holders of any securities of Buyer, the following shall occur:
(a) Each share of Company Common Stock issued and outstanding as of immediately prior to the First Effective Time (other than Excluded Shares) will be cancelled and automatically deemed for all purposes to represent the right to receive a number of shares of Buyer Common Stock equal to the Exchange Ratio (the “Per Share Closing Consideration”).
(b) Each share of Company Series A Preferred Stock issued and outstanding as of immediately prior to the First Effective Time (other than Excluded Shares) will be cancelled and automatically deemed for all purposes to represent the right to receive a number of shares of Buyer Common Stock equal to the product of (i) the Exchange Ratio, multiplied by (ii) the number of shares of Company Common Stock into which such share is convertible under the Company’s Organizational Documents.
(c) Each share of Company Series B Preferred Stock issued and outstanding as of immediately prior to the First Effective Time (other than Excluded Shares) will be cancelled and automatically deemed for all purposes to represent the right to receive a number of shares of Buyer Common Stock (as in accordance with, and without duplication of, the Holdings Subscription Agreement) equal to the quotient of (i) the Pre-Closing Series B Share Consideration, divided by (ii) the number of shares of Company Series B Preferred Stock outstanding as of immediately prior to the First Effective Time.
(d) Each Company Convertible Preferred Share issued and outstanding as of immediately prior to the First Effective Time will be cancelled and automatically deemed for all purposes to represent the right to receive one (1) share of convertible preferred stock, par value $0.00001 per share, of Buyer.
(e) Each Company Option, whether a Vested Company Option or an Unvested Company Option, shall, by virtue of the occurrence of the First Merger and without any further action on the part of any Party or the holder thereof, cease to represent an option to purchase or otherwise acquire shares of Company Common Stock and shall be converted into an option to purchase a number of shares of Buyer Common Stock (each such option, a “Converted Stock Option”), with such number equal to the product (with the result rounded down to the n...
Effect of First Merger
