Effect of the Merger on the Shares Sample Clauses

Effect of the Merger on the Shares. At the effective time, each Share issued and outstanding immediately prior to the effective time (other than Shares (i) irrevocably accepted for purchase by Purchaser in the Offer, (ii) owned by the Company (including as treasury stock) or owned by any direct or indirect wholly-owned subsidiary of the Company, in each case immediately prior to the effective time, (iii) owned by Parent or Purchaser or any direct or indirect wholly-owned subsidiary of Parent or (iv) that are held by a holder who is entitled to demand appraisal and has demanded properly the appraisal for such Shares in accordance with the DGCL, will be cancelled and automatically converted into the right to receive the Offer Price (without interest and less any applicable withholding taxes) in cash (which we refer to as the “Merger Consideration”). Shares described in clauses (i), (ii) and (iii) above, which we refer to as “Excluded Shares,” will be cancelled at the effective time and will not be exchangeable for the Merger Consideration. Xxxxxx described in clause (iv), which we refer to as “Dissenting Shares,” will entitle their holders only to the rights granted to them under Section 262 of the DGCL (as further described in Section 16 — “Certain Legal Matters; Regulatory Approvals — Dissenters’ Rights”). At the effective time, each share of capital stock of Purchaser issued and outstanding immediately before the effective time will be converted into and become one (1) fully paid and non-assessable share of common stock of the surviving corporation and will constitute the only outstanding shares of the surviving corporation. Payment Procedures Prior to the expiration of the Offer, Parent will (i) appoint a bank or trust company, reasonably acceptable to the Company, to act as agent (the “Paying Agent”) for the purpose of effecting payments to the holders of Shares entitled to receive the Merger Consideration pursuant to the Merger Agreement, and (ii) enter into a paying agent agreement, in customary form and substance reasonably acceptable to the Company, with such Paying Agent for the receipt and payment of such aggregate Merger Consideration in accordance with the Merger Agreement. Parent will be responsible for all expenses of the Paying Agent. Immediately prior to or at the effective time, Parent will deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Shares issued and outstanding immediately prior to the effective time (other than any Excluded S...
Sample 1
Effect of the Merger on the Shares. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or any Stockholder:
Sample 1

Related to Effect of the Merger on the Shares

  • Effect of the Merger At the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

  • Effect of the Merger on Capital Stock At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holder of any capital stock of Parent, Merger Sub or the Company:

  • Effect of the Mergers (a) At the First Effective Time, the effect of the First Merger shall be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of First Merger Sub and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of First Merger Sub and the Company set forth in this Agreement to be performed after the First Effective Time.

  • Effect of the Merger on Capital Stock Exchange of Certificates Equity-Based Awards

  • 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:

  • Tax Treatment of the Merger The parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Code.

  • of the Merger Agreement Section 3.5 of the Merger Agreement shall be deleted and replaced in its entirety with the following:

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

  • Effects of the Merger The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

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