Effect of the Company Merger. At the Company Merger Effective Time, the Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA and the VSCA. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Effect of the Company Merger. EXCHANGE 7
Effect of the Company Merger. At the Company Merger Effective Time, as a result of the Company Merger and without any action on the part of the holder of any capital stock of the Company:
(a) Company Merger Consideration. Each share of Common Stock, par value $1.00 per share, of the Company (each, a "Company Common Share") and each share of Class B Common Stock, par value $1.00 per share, of the Company (each, a "Company Class B Common Share" and, collectively with the other Company Class B Common Shares and the Company Common Shares, the "Company Shares") issued and outstanding immediately prior to the Company Merger Effective Time (other than (i) Company Shares owned by Parent, CPI Merger Sub, Company Merger Sub or any other direct or indirect subsidiary of Parent (collectively, the "Parent Companies"), and (ii) Company Shares owned by the Surviving Stockholder or the Company or any direct or indirect subsidiary of the Company, and (iii) Company Shares owned by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting Company Stockholders" and, collectively with the Dissenting CPI Stockholders, "Dissenting Stockholders")) shall be extinguished and converted into the right to receive, without interest, an amount in cash equal to $20.30, as such amount may be adjusted pursuant to Section 4.5 and rounded to the nearest whole cent (the "Company Merger Consideration") to be paid pursuant to Section 4.3. Except as set forth in Section 4.2(b), all such Company Shares, by virtue of the Company Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Company Shares (the "Company Certificates" and, collectively with the CPI Certificates, the "Certificates") shall thereafter cease to have any rights with respect to such Company Shares, except the right to receive the Company Merger Consideration for such Company Shares upon the surrender of such Company Certificate in accordance with Section 4.3 or the right, if any, to receive payment from the Surviving Company of the "fair value" of such Company Shares as determined in accordance with Section 262 of the DGCL.
Effect of the Company Merger. At the Effective Time, the title to all assets, real estate and other property owned by MBC shall vest in the Surviving Corporation as set forth in Indiana Code Section 23-1-40-6, as amended, without reversion or impairment. At the Effective Time, all liabilities of MBC shall be assumed by the Surviving Corporation.
Effect of the Company Merger. The Company Merger shall have the effects set forth in the applicable provisions of the Delaware Law. Without limiting the generality of the foregoing, when the Company Merger has been effected, the Company Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Company and Acquisition I (the "Constituent Corporations"); and each of the rights, privileges, powers and franchises of each of the Constituent Corporations and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of such corporations, shall be vested in the Company Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter as effectually the property of the Company Surviving Corporation as they were of the respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in any of such Constituent Corporations shall not revert or be in any way impaired by reason of the Company Merger; but all rights of creditors and all liens upon any property of any of said Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Company Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.
Effect of the Company Merger. At the Company Merger Effective Time, as a result of the Company Merger and without any action on the part of Parent, the Company, Merger Sub or any holder of securities of the Company or Merger Sub:
(a) Company Common Share Merger Consideration. Each share of common stock, par value $0.001 per share, of the Company (each, a “Company Common Share” and, collectively, the “Company Common Shares”) issued and outstanding immediately prior to the Company Merger Effective Time (other than Excluded Shares (as defined below), if any) shall automatically be converted into the right to receive an amount in cash equal to Nineteen Dollars and Five Cents ($19.05), without interest, subject to any applicable withholding Tax (the “Per Share Merger Consideration”). The Per Share Merger Consideration shall be subject to adjustments as contemplated by Section 6.14. The aggregate amount of cash payable as the Per Share Merger Consideration is hereinafter referred to as the “Company Common Share Merger Consideration”. At the Company Merger Effective Time, all of the Company Common Shares (other than Excluded Shares, if any) shall cease to be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of a Company Common Share (other than Excluded Shares, if any) shall cease to have any rights with respect to such Company Common Share, except the right to receive the Per Share Merger Consideration.
Effect of the Company Merger. At the Effective Time, the title to all assets, real estate and other property owned by UCBC shall vest in Surviving Corporation as set forth in Indiana Code Section 23-1-40-6, as amended, without reversion or impairment. At the Effective Time, all liabilities of UCBC shall be assumed by Surviving Corporation.
Effect of the Company Merger. On the terms and subject to the conditions set forth herein, at the Company Merger Effective Time, by virtue of the Company Merger and without any further action on the part of any Party or the holders of any securities of the Company, the following shall occur:
Effect of the Company Merger. At and after the Company Merger Effective Time, the Company Merger shall have the effects set forth in this Agreement, the Company Merger Filing Documents and the applicable provisions of the Cayman Act. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time, all the mortgages, charges, security interests, property, rights, privileges, agreements, contracts, powers and franchises, Liabilities and duties of the Company and Company Merger Sub shall vest in and become the mortgages, charges, security interests, property, rights, privileges, agreements, contracts, powers and franchises, Liabilities and duties of the Company as the surviving company, which shall include the assumption by the Company of any and all agreements, covenants, duties and obligations of the Company and Company Merger Sub set forth in this Agreement and the other Transaction Documents to which the Company or Company Merger Sub is a party, and the Company shall thereafter exist as a wholly-owned Subsidiary of PubCo and the separate corporate existence of Company Merger Sub shall cease to exist.
Effect of the Company Merger. At the Effective Time, the title to all assets, real estate and other property owned by POHF shall vest in Surviving Corporation as set forth in Indiana Code Section 23-1-40-6, as amended, and Ohio Revised Code Section 1701.82, as amended, without reversion or impairment. At the Effective Time, all liabilities of POHF shall be assumed by Surviving Corporation.
