Effect of the Merger on Equity Securities. Subject in each case to Sections 2.1(d), 2.1(e) and 2.3, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, NAP, NAP General Partner, any Holder of NAP Common Units, any Holder of Parent Common Stock or Parent Preferred Stock, or any other Person:
Effect of the Merger on Equity Securities. Subject in each case to Section 2.1(d) and (e), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, MLP, MLP General Partner, any Holder of MLP Common Units, any Holder of Parent Common Stock, or any other Person:
Effect of the Merger on Equity Securities. Subject in each case to Sections 2.1(d) and 2.1(e), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, NMCI, NMCI General Partner, any Holder of NMCI Common Units, any Holder of Parent Common Units, or any other Person:
Effect of the Merger on Equity Securities. Subject in each case to Sections 2.1(e) and 2.1(f), at the Effective Time, by virtue of the Merger and without any action on the part of ACMP, ACMP General Partner, Merger Sub, WPZ, WPZ General Partner, any Holder of WPZ Units, any Holder of ACMP Units, or any other Person:
Effect of the Merger on Equity Securities. At the Effective Time, by virtue of the Merger and without any action on the part of TLLP, Merger Sub, QEPM, QEPM General Partner, any Holder of QEPM Units or any other Person:
Effect of the Merger on Equity Securities. Subject in each case to Sections 2.1(e) and 2.1(f), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, SXCP, SXCP General Partner, any Holder of SXCP Common Units, any Holder of Parent Common Stock, or any other Person:
Effect of the Merger on Equity Securities. Subject in each case to Sections 2.1(e) and 2.1(f), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, WPZ, WPZ General Partner, any Holder of WPZ Units, any Holder of Parent Common Stock, or any other Person:
Effect of the Merger on Equity Securities. At the Effective Time, by virtue of the Merger and without any action on the part of WPZ, Operating Company, Merger Sub, WMZ, WMZ General Partner, any Holder of WMZ Units or any other Person:
(i) Each of the outstanding WMZ Common Units, other than the WMZ Common Units owned by WMZ General Partner, shall be converted into the right to receive 0.7584 of one WPZ Common Unit, which WPZ Common Units shall be duly authorized and validly issued in accordance with applicable Laws and the WPZ Partnership Agreement, fully paid and non-assessable (except to the extent such non-assessability may be affected by DRULPA or the provisions of the WPZ Partnership Agreement). Each WMZ Common Unit converted into the right to receive WPZ Common Units pursuant to this Section 2.1(c)(i) (such amount of WPZ Common Units the “WMZ Consideration”) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each Holder of WMZ Common Units immediately prior to the Effective Time shall thereafter cease to be a limited partner of WMZ or have any rights with respect to such WMZ Common Units, except the right to be admitted to WPZ as a limited partner of WPZ and receive the WPZ Common Units to be issued in consideration therefor and any distributions to which Holders of WMZ Common Units become entitled all in accordance with this Article II upon the Surrender of (A) a certificate that immediately prior to the Effective Time represented WMZ Common Units (a “WMZ Certificate”) or (B) uncertificated WMZ Common Units represented in book-entry form (“Book-Entry WMZ Common Units”).
(ii) Each of the outstanding WMZ Units owned by WMZ General Partner shall cease to be outstanding and shall be canceled and retired and shall cease to exist without consideration therefor and without any further action by any person; provided, however, that WMZ General Partner shall continue as the sole general partner of WMZ with a general partner interest which constitutes 2% of the aggregate partnership interest (as defined in DRULPA) of all partners in WMZ. Each outstanding limited liability company interest in Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be canceled. Operating Company agrees that at the Effective Time, Operating Company shall be automatically bound by the WMZ Partnership Agreement (as amended and restated at the Effective Time), and Operating Company shall be admitted to WMZ as a limited partne...
Effect of the Merger on Equity Securities. (a) At the KSL Effective Time, by virtue of the KSL Merger and without any action on the part of any holder of any KSL Common Shares:
(i) Subject to Section 3.1(a)(ii), each outstanding KSL Common Share (together with any associated KSL Rights) issued and outstanding immediately prior to the KSL Effective Time shall be converted into the right to receive an amount in cash equal to $43.31 (the “KSL Consideration”). All KSL Common Shares converted into the right to receive the KSL Consideration pursuant to this Section 3.1(a) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the KSL Effective Time represented any such KSL Common Shares (a “KSL Certificate”) shall thereafter cease to be a member of KSL or have any rights with respect to such KSL Common Shares, except the right to receive the KSL Consideration to be issued in consideration therefor and any distributions to which holders of KSL Common Shares become entitled all in accordance with this Article III upon the surrender of such KSL Certificate.
(ii) Notwithstanding any other provision contained in this Agreement, no KSL Common Shares that are issued and outstanding as of the KSL Effective Time and that are held by a KSL Shareholder who has properly exercised such KSL Shareholder’s appraisal rights (any such KSL Common Shares being referred to herein as “Dissenting Shares”) under Section 11.5 of the KSL LLC Agreement shall be converted into the right to receive the KSL Consideration as provided in Section 3.1(a) unless and until such KSL Shareholder shall have failed to perfect, or shall have effectively withdrawn or lost, such Shareholder’s right to dissent from the KSL Merger under the KSL LLC Agreement and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the KSL LLC Agreement. If any holder of Dissenting Shares shall have so failed to perfect or has effectively withdrawn or lost such KSL Shareholder’s right to dissent from the KSL Merger after the KSL Effective Time, each of such holder’s KSL Common Shares shall thereupon be deemed to have been converted into and to have become, as of the KSL Effective Time, the right to receive the KSL Consideration.
(b) At the KSL Effective Time, by virtue of the KSL Merger and without any action on the part of VLI, each outstanding limited liability company interest in VLI Sub A issued a...
Effect of the Merger on Equity Securities. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, PBF LLC, Merger Sub, HoldCo, Partnership, Partnership GP or any holder of Parent securities or Partnership securities:
(a) Merger Consideration. Subject to Section 3.1(c), Section 3.2(h) and Section 3.4, each Public Common Unit issued and outstanding as of immediately prior to the Effective Time shall be converted into the right to receive: (i) 0.270 (the “Exchange Ratio”) of a Parent Share (“Stock Consideration”); (ii) $9.25 in cash, without interest (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”); (iii) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such Public Common Units in accordance with Section 3.2(g); and (iv) any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 3.2(h).
