Effect of the Merger on the Company Shares and Merger Sub Common Shares Sample Clauses

Effect of the Merger on the Company Shares and Merger Sub Common Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the Company Shareholders, and subject to Section ‎1.7 with respect to Company Options and Section ‎1.8 with respect to Appraisal Shares, each Company Share issued and outstanding immediately prior to the Effective Time (excluding any Company Shares held as treasury stock or held or owned by the Company or any Subsidiary of the Company immediately prior to the Effective Time, which Company Shares shall be canceled without any payment being made in respect thereof), on the terms and subject to the conditions set forth in this Agreement, will be converted automatically into the right to receive a portion of the Aggregate Closing Consideration and such amounts payable following the Closing pursuant to this Agreement in respect of such Company Shares as follows: (i) at the Effective Time, the portion of the Estimated Aggregate Closing Consideration allocable to such Company Share (which, for the avoidance of doubt, may vary depending upon the class of such Company Share) as set forth in the Distribution Schedule and (ii) following the Effective Time, any Additional Consideration that becomes payable, if any, as set forth on the Distribution Schedule. All such Company Shares, when converted pursuant to this Section ‎1.6, will no longer be outstanding, and each former holder thereof will cease to have any rights with respect thereto, except the right to receive the portion of the Aggregate Closing Consideration set forth in this Section ‎1.6 and any amounts payable following the Closing pursuant to this Agreement in respect of such Company Shares. Notwithstanding anything to the contrary in this Agreement or in any Related Agreement, in no event shall Buyer be obligated to pay to the Company Equityholders at the Closing in respect to their Company Securities, or shall the Company Equityholders be entitled to receive at the Closing in respect of their Company Securities at the Closing, in the aggregate, an amount in excess of the Aggregate Closing Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or Buyer, the common shares in Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for an equivalent number of common shares in the Surviving Company. Each certificate of Merger Sub evidencing ownership of any such common shares, i...
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Related to Effect of the Merger on the Company Shares and Merger Sub Common Shares

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Common Stock of Merger Sub Each share of common stock, without par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one newly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Capital Stock of Merger Sub At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation.

  • The Merger Effective Time Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, Merger Sub and PRE will cause an application for registration of the Surviving Company (the “Merger Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under S.108 of the Companies Act on or prior to the Closing Date and will cause the Merger to become effective pursuant to the Companies Act. The Merger shall become effective upon the issuance of a certificate of merger (the “Certificate of Merger”) by the Registrar or such other time as the Certificate of Merger may provide. The parties agree that they will request the Registrar provide in the Certificate of Merger that the Effective Time will be 9:00 a.m., New York City time, on the Closing Date (the “Effective Time”).

  • Effect of Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable:

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