Effect on Company Shares. 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 of the following securities:
(a) Subject to the other provisions of this Section 2.1 and Section 2.3(e), each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares canceled pursuant to Section 2.1(b)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive 0.476289 (the “Exchange Ratio”) of a share of Parent Common Stock (the “Merger Consideration”). At the Effective Time, such shares converted pursuant to this Section 2.1(a) shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of record of a certificate or certificates that immediately prior to the Effective Time represented any such shares (collectively, “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with this Section 2.1(a).
(b) Each Company Share held in treasury by the Company and each Company Share owned directly by Merger Sub, in each case immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist without any conversion thereof, and no payment, distribution or other consideration shall be made with respect thereto.
(c) All of the ownership interests in Merger Sub (the “Merger Sub Units”) outstanding immediately prior to the Effective Time shall be converted into and become 100 validly issued, fully paid and nonassessable shares of common stock, par value $0.001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation from and after the Effective Time.
Effect on Company Shares. At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of the Company, Parent, Merger Sub I, Merger Sub II or the holder of any securities of the Company, Parent, Merger Sub I or Merger Sub II:
Effect on Company Shares. Section 2.2.
Effect on Company Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Parent, the Company or Merger Subsidiary:
Effect on Company Shares. Subject to Section 9.1(c), all Company Shares issued and outstanding immediately prior to the Effective Time (other than (i) the Company Shares to be cancelled and retired in accordance with Section 1.6(c) and (ii) any Dissenting Shares) shall cease to be outstanding and shall be converted and exchanged for, at the Effective Time, the right to receive from Purchaser, in accordance with this Agreement and the Closing Payment Certificate: (A) the Merger Consideration, plus (B) the Earnout Consideration for each Earnout Period, if any. The allocation of the Merger Consideration and the Earnout Consideration among the Company Shares will be determined pursuant to the Closing Payment Certificate. The Closing Payment Certificate calculates the portions of the Merger Consideration and Earnout Consideration payable in respect of the Company Shares consistent with the Charter Documents, taking into account the liquidation preferences set forth in the Company’s articles and memorandum of association in effect immediately prior to the Effective Time.
Effect on Company Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Parent, the Company or Merger Subsidiary:
(a) Conversion of Company Common Stock. Each share of Common Stock of the Company, par value $.001 per share ("COMPANY COMMON STOCK"), issued and outstanding immediately prior to the Effective Time (other than any Company Shares (as defined below) to be canceled pursuant to Section 2.1(c) ("EXCLUDED SHARES") and any Dissenting Shares (as such term is defined in and to the extent provided in Section 2.5)), shall be converted into the right to receive (the "COMMON MERGER CONSIDERATION"):
(i) that number of shares of common stock, $.001 par value per share, of Parent ("PARENT COMMON") as is equal to the Common Stock Exchange Amount (as defined in Section 2.1(d) below); and
(ii) cash equal to the Common Cash Exchange Amount (as defined in Section 2.1(d) below).
Effect on Company Shares. At the Closing, each holder of Company Shares shall sell, transfer and deliver to Buyer, and Buyer shall purchase and accept from such holder, free and clear of any Encumbrance and with the benefits of all rights whatsoever attaching or accruing to such shares on or after the Closing Date, all Company Shares held by such holder in exchange for each Selling Shareholder’s Ratable Share of the Total Consideration (subject to the Escrow Agreement) as set forth on the Spreadsheet.
Effect on Company Shares. Upon the terms and subject to the conditions of this Agreement, 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 Shareholders, each issued and outstanding Company Share (other than any (i) Company Shares to be cancelled pursuant to Section 2.5(d) and (ii) Dissenting Shares) will be cancelled and extinguished and be converted automatically into the right to receive the applicable Per Share Consideration, payable in each case without interest to the Company Shareholders, in the manner provided in Section 2.10. If any Company Shareholder issued any promissory note(s) to the Company or any of its Subsidiaries in connection with his, her or its purchase of Company Shares that has an unpaid principal balance and/or any accrued and unpaid interest balance on the Closing Date, upon receipt by the Exchange Agent of a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, Parent will direct the Exchange Agent to (A) pay on such Company Shareholder’s behalf an amount equal to the aggregate unpaid principal and any accrued and unpaid interest balances outstanding under all such promissory notes to the holder(s) of such promissory notes (not to exceed the total amount of Aggregate Merger Consideration otherwise payable to such Company Shareholder in connection with the Merger) and (B) pay, subject to the terms and conditions of this Agreement and the Letter of Transmittal, to such Company Shareholder the remainder (after the payment of any amounts in accordance with clause (A)), if any, of the aggregate amount of Aggregate Merger Consideration payable to such Company Shareholder in connection with the Merger.
Effect on Company Shares. At the Closing, each holder of Company Shares shall sell, transfer and deliver to Buyer, and Buyer shall purchase and accept from such holder, free and clear of any Encumbrance and with the benefits of all rights whatsoever attaching or accruing to such shares on or after the Closing Date, all Company Shares held by such holder in consideration of a number of shares of common stock, par value $0.0001 per share, of CHC (the “CHC Common Stock”) equal to the Consideration indicated against such holder’s name in the Spreadsheet. In addition, at or prior to the Closing, each Option Holder shall execute and deliver to Buyer an Option Termination Agreement, whereby any outstanding Derivative Security held by it and any right it has in connection with SNL or in SNL’s equity securities will automatically terminate at the Closing in consideration of a number of CHC Common Stock indicated next to such Option Holder in the Spreadsheet. In addition, at or prior to the Closing, each CLA Holder shall execute and deliver to Buyer a Loan Termination Agreement, whereby any debt owed to it by SNL, any outstanding loan extended by it to SNL and any right it has in connection with SNL or in SNL’s equity securities will automatically terminate at the Closing in consideration of a number of CHC Common Stock indicated next to such CLA Holder in the Spreadsheet and each Consultant shall execute and deliver to Buyer a Pay-Off Agreement, whereby it confirms that any right it has in connection with SNL or in SNL’s equity securities will automatically terminate at the Closing in consideration of a number of CHC Common Stock indicated next to such Consultant in the Spreadsheet. No fraction of a share of CHC Common Stock shall be issued in consideration for the Company Shares, but in lieu thereof, each holder of Company Shares who would otherwise be entitled to a fraction of a share of CHC Common Stock (after aggregating all fractional shares of CHC Common Stock that otherwise would be received by such holder) shall be automatically converted into the right to receive one full additional share of CHC Common Stock. From and after the Closing, the holders of all Company Shares and/or SNL Derivative Securities issued and outstanding immediately prior to the Closing shall cease to have any rights with respect thereto, except the right to receive the Consideration applicable to such Company Shares and/or SNL Derivative.
Effect on Company Shares. At the Closing, each holder of Company Shares shall sell, transfer and deliver to Buyer, and Buyer shall purchase and accept from such holder, free and clear of any Encumbrance and with the benefits of all rights whatsoever attaching or accruing to such shares on or after the Closing Date, all Company Shares held by such holder in consideration of:
(i) in the case of Company Ordinary Shares, (A) an amount of cash per Company Ordinary Share, without interest, equal to the Ordinary Per Share Cash Consideration, and (B) a fraction of Buyer Common Stock per Company Ordinary Share equal to the Ordinary Per Share Stock Consideration;
(ii) in the case of Company Preferred A Shares, (A) an amount of cash per Company Preferred A Share, without interest, equal to the Preferred A Per Share Cash Consideration, and (B) a fraction of Buyer Common Stock per Company Preferred A Share equal to the Preferred A Per Share Stock Consideration;
(iii) in the case of Company Preferred A-1 Shares, (A) an amount of cash per Company Preferred A-1 Share, without interest, equal to the Preferred A-1 Per Share Cash Consideration, and (B) a fraction of Buyer Common Stock per Company Preferred A-1 Share equal to the Preferred A-1 Per Share Stock Consideration;
