Effect on Company Securities Sample Clauses

Effect on Company Securities. Immediately prior to the Closing, in connection with the Merger, the Company shall cause all outstanding Company Securities to be exercised or cancelled and terminated, so that the Company shall have no further liability with respect to, and no Company Stock shall be issuable under, such Company Securities as of the Closing.
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Effect on Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holder:
Sample 1
Effect on Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Buyer, Merger Sub, the Surviving Corporation, the Stockholders, the holders of Company Stock Options, the holders of Company RSUs, the Stockholders’ Representative or the holders of any shares of capital stock of Buyer or Merger Sub:
Sample 1
Effect on Company Securities. As of the Effective Time, by virtue of the Merger and without any action on the part of any Equity Holder, the Company or any other Person, and subject to the other provisions of this Section 1.5:
Sample 1
Effect on Company Securities. Subject to the terms and conditions of this Agreement, at the First Effective Time, by virtue of the Meten Merger and this Agreement and without any further action on the part of the Parties or the holders of any of the securities of the Company, the following shall occur:
Sample 1
Effect on Company Securities. Upon the terms and subject to the conditions of this Agreement, including, without limitation, this Section 2.5, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Company Securityholders, each outstanding Company Security, other than the Rollover Shares, will be canceled and extinguished and be converted automatically into the right to receive the consideration set forth below, payable in each case without interest to the Company Securityholders. Each share of Common Stock, other than the Rollover Shares, will be cancelled and extinguished and be converted automatically into the right to receive an amount in cash equal to the Per Share Consideration (and any amount payable pursuant to the first sentence of Section 6.4(c)). At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Company Securityholders, each Rollover Share shall be converted into common stock of the Surviving Company such that Parent owns the same percentage of common stock of the Surviving Company immediately following the Effective Time that such Rollover Shares represented in the Company immediately prior to the Effective Time and no consideration shall be delivered in exchange therefor other than as provided in Section 2.10(f), the first sentence of Section 6.4(c) or Section 8.1.
Sample 1
Effect on Company Securities. In the Merger, at the Effective Time, (A) the Company's Series E Preferred Stock shall be converted into the right to receive, in the aggregate, the Series E Liquidation Payments as set forth herein, and (B) the Company Stock (excluding the Company's Series E Preferred Stock), the Options and the Warrants shall be converted into the right to receive, in the aggregate and as set forth herein (the "Merger Consideration"), cash in the amount of Three Hundred Seven Million Five Hundred Thousand Dollars ($307,500,000) (u) plus/less the Working Capital Adjustment Amount, (v) plus the Excess Amount or minus the Working Capital Shortfall, as applicable, (w) plus the Closing Cash Amount, (x) minus Company Indebtedness, (y) minus Transaction Expenses, and (z) minus the Series E Liquidation Payments (the sum of (u), (v), (w), (x), (y) and (z) shall be referred to as the "Adjustment Amount"). The Merger Consideration shall be paid as follows: (i) Two Hundred Eighty Three Million Three Hundred and Seventy-Five Thousand Dollars ($283,375,000) plus/less the Adjustment Amount as estimated pursuant to Section 1.11, shall be payable in cash at the Effective Time in accordance with Sections 1.5(a), (b), (c) and (d) hereof, (ii) any Excess Amount shall be payable in cash at the time and in the manner set forth in Section 1.11(f) hereof (the sum of clauses (i) and (ii) the "Cash Consideration") and (iii) Twenty-Four Million One Hundred Twenty-Five Thousand Dollars ($24,125,000) (the "Escrow Deposit") shall be payable in cash at the Effective Time by the Parent into the Escrow Fund (as defined below) (the Escrow Deposit, together with any net profit from, or interest or income produced by, any Permitted Investments pursuant to this Agreement, as such amounts may be reduced pursuant to the terms of this Agreement, collectively the "Escrow Consideration") in accordance with Section 1.8(b) hereof. Subject to the terms and conditions of this Agreement, by virtue of and in connection with the Merger and without any action on the part of the Merger Sub, the Company or the holders of any of the following securities, the following shall occur:
Sample 1
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Effect on Company Securities. On the terms and subject to the conditions set forth in this Agreement, and without any action on the part of any Company Security Holder:
Sample 1
Effect on Company Securities 
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Related to Effect on Company Securities

  • Effect on Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders:

  • Effect on Shares At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any securities of the Company, Parent or Merger Sub:

  • Effect on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub:

  • Effect on Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

  • Effect on Securities At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • Freedom to Trade in Company Securities The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

  • Company Securities Section 3.2(a)........................................11

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

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