Effect on Capital Stock of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or the holders of any shares of capital stock of the Company or Merger Sub:
Effect on Capital Stock of the Company. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub or the Company, any shares of Company Common Stock then held by the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Effect on Capital Stock of the Company. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Merger Sub, the Company or any holder of any shares of Company Capital Stock, and subject to Section 2.8:
(i) each issued and outstanding share of Company Common Stock (other than the Cancelled Shares) shall be converted into the right to receive: (A) an amount in cash, without interest, equal to the Closing Merger Consideration Per Share Payment; (B) at such time as the Final Purchase Price is determined in accordance with Section 2.5, an amount in cash, without interest, equal to any Purchase Price Increase Per Share Payment and/or Purchase Price Escrow Release Per Share Payment; (C) to the extent set forth in Section 2.6, any 2018 Initial Milestone Per Share Payment, Milestone 1 Per Share Payment, Milestone 2 Per Share Payment, Milestone 3 Per Share Payment and/or Milestone Delay Per Share Payment; (D) to the extent set forth in Section 8.4, an amount in cash, without interest, equal to any Indemnity Escrow Release Per Share Payment; and (E) to the extent as set forth in Section 9.12, an amount in cash, without interest, equal to the Stockholder Representative Unused Funds Per Share Payment;
(ii) each issued and outstanding share of Company Preferred Stock for which a Conversion Election has been made prior to the Effective Time shall be converted into the right to receive the same cash, without interest, that a share of Company Common Stock is entitled to receive pursuant to Section 2.2(a)(i);
(iii) each issued and outstanding share of Company Preferred Stock (other than any share of Series C Preferred Stock) for which a Conversion Election has not been made prior to the Effective Time shall be converted into the right to receive the applicable Liquidation Preference for such share of Company Preferred Stock;
(iv) each issued and outstanding share of Series C Preferred Stock for which a Conversion Election has not been made prior to the Effective Time shall be converted into the right to receive its Liquidation Preference plus the same cash, without interest, that a share of Company Common Stock is entitled to receive pursuant to Section 2.2(a)(i); provided that in no event shall such share of Series C Preferred Stock be entitled to receive in excess of $4.41 per share (the “Series C Aggregate Cap”);
(v) any shares of Company Common Stock owned by the Company (including shares held as treasury stock or otherwise), Parent, Buyer, or Merger Sub immedia...
Effect on Capital Stock of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares of capital stock of the Company or Merger Sub:
(a) Series C Preferred Stock. Each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive: (i) an amount in cash (the "Series C Preferred Per Share Amount"), without interest, equal to the Series C Preferred Redemption Amount divided by the aggregate number of shares of Series C Preferred Stock issued and outstanding at the Effective Time, payable in accordance with and subject to this Article II; and (ii) the right to receive payment pursuant to Section 2.2(b) for the number of shares of Series A-2 Preferred Stock into which such share of Series C Preferred Stock is then convertible in accordance with Section 6 of the Series C Preferred Certificate of Designations in effect immediately prior to the Effective Time (the "Conversion Shares"), as if such shares were issued and outstanding immediately prior to the Effective Time for purposes of this Article II. All such shares of Series C Preferred Stock that are issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall automatically be canceled and retired and shall, as of the Effective Time, cease to exist, and each certificate previously evidencing any such shares shall thereafter represent only the right to receive the Series C Preferred Per Share Amount and the portion of the Merger Consideration that is payable in respect of the Conversion Shares, in each case payable in accordance with and subject to this Article II. The holders of shares of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time shall from and after the Effective Time cease to have any rights with respect to such shares of Series C Preferred Stock, except as otherwise provided herein or by the DGCL.
Effect on Capital Stock of the Company. As of the Effective Date, by virtue of the Merger and without any action on the part of the holders thereof, the shares of stock of the Company owned by Navarre and the Shareholders, and the NRC shares of common stock shall be as set forth in Sections 1.8., 1.9., 1.10., 1.11. and 1.
Effect on Capital Stock of the Company. At the Effective Time, by -------------------------------------- virtue of the Merger and without any action on the part of the holder thereof:
Effect on Capital Stock of the Company. At the Effective Time, -------------------------------------- each issued and outstanding share of Common Stock by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into the right to receive, subject to the terms of this Agreement, an amount in cash equal to the Final Common Share Price; provided, however, that the -------- ------- amount paid at the Effective Time pursuant to Section 2.05 below in respect ------------ of such share of Common Stock shall be an amount in cash equal to the Closing Common Share Price. Following the Effective Time, the Final Common Share Price (to the extent not paid pursuant to the preceding sentence) shall be paid in respect of each share of Common Stock in accordance with the provisions set forth in this Agreement, the LLC Merger Agreement and the Escrow Agreement (as defined in the LLC Merger Agreement). Notwithstanding the foregoing, any shares of Common Stock owned by the Company, Merger Sub or Buyer shall not convert as described in this Section 2.02 but shall ------------ instead by virtue of the Merger and without any action on the part of the holder thereof be canceled and retired and shall cease to exist with no payment being made hereunder with respect thereto.
Effect on Capital Stock of the Company. As of the Effective Time, by virtue of the Merger and without any action on the part of CSES Merger Sub, the Company or the holders of: (i) any shares of the Common Stock of the Company, or (ii) any shares of common stock of CSES Merger Sub, the following shall occur:
Effect on Capital Stock of the Company. At and as of the Effective Time, by virtue of the Merger and without any additional action on the part of the holder of any 6th Wave Common Stock, 6th Wave Series A Preferred Stock, 6th Wave Options, 6th Wave Warrants or any shares of capital stock of Merger Sub:
Effect on Capital Stock of the Company. At the Effective Time, by operation of law in respect of the Merger, and without any further action on the part of Purchaser, Merger Sub, the Company, the Unitholders or any other Person:
(a) (i) All Class A Common Units of the Company held by each Unitholder and (ii) all Units of the Company held by the Purchaser Unitholders, in each case, shall, at the Effective Time, be cancelled and retired and shall cease to exist and no payment shall be made with respect thereto.
(b) All Class B Common Units of the Company held by each Unitholder (other than the Purchaser Unitholders) shall, at the Effective Time, be cancelled and retired and shall cease to exist and shall be converted into the right to receive the Merger Consideration, subject to Section 2.06.
(c) All Preferred Units of the Company held by each Unitholder (other than the Purchaser Unitholders) shall, at the Effective Time, be cancelled and retired and shall cease to exist and shall be converted into the right to receive the Merger Consideration, subject to Section 2.06.
(d) Each Unitholder shall cease to have any rights as a Unitholder of the Company under the Company Operating Agreement, except for the rights described in Sections 2.03(a), 2.03(b) and 2.03(c).
