Effect on Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Co. or Parent or the holders of any securities of the Company, Merger Co. or Parent:
Effect on Company Stock. As of 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, each issued and outstanding share of Company Common Stock shall be converted into the right to receive $34.00 in cash, without interest (the "Merger Consideration"). As of the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such certificates, the Merger Consideration.
Effect on Company Stock. All such shares of Company Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the shares of Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.
Effect on Company Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Stock held by a Company Shareholder that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without the need for any further action on the part of the holder thereof (except as expressly provided herein), be converted into and represent the right to receive such portion of the Cash Consideration as set forth below and as more fully set forth on a consideration allocation certificate to be delivered by the Company at Closing (the “Consideration Allocation Certificate”).
Effect on Company Stock. (i) As of the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof or any party hereto, each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (except for shares held in the Company’s treasury) shall be cancelled and converted into the right to receive said holder’s portion of the Merger Consideration in accordance with Schedule 2.5 hereof, if any, without interest.
Effect on Company Stock. Subject to Section 1.12 and Section 2.03, 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 the Company, the Parent, the Merger Sub or any Company Stockholder: (a) Each share of Series A Preferred Stock issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive (i) the Per Share Series A Preferred Stock Consideration plus (ii) the Per Share Common Stock Consideration. (b) Each share of Company Common Stock issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the Per Share Common Stock Consideration. 1.05
Effect on Company Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Buyer, Merger Sub, the Company or the Company Stockholders, upon the terms and subject to the terms and conditions set forth in Section 2.3 and throughout this Agreement, each share of Company Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive upon the due delivery to the Paying Agent of a duly executed Letter of Transmittal in the manner set forth in Section 2.3, (i) an amount in cash, without interest, equal to the Per Share Adjusted Cash Consideration, (ii) a number of shares of SPAC Common Stock equal to the Per Share Stock Consideration, (iii) the number of Post-Closing SPAC Shares, if any, required to be issued with respect to such share of Company Stock to the Person who was the holder thereof as of immediately prior to the Effective Time in accordance with Section 2.7, (iv) any cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such share of Company Stock to the Person who was the holder thereof as of immediately prior to the Effective Time, without interest, in accordance with Section 2.12, (v) any cash disbursements required to be made in connection with the Remaining Escrow Amount (if any) with respect to such share of Company Stock to the Person who was the holder thereof as of immediately prior to the Effective Time, without interest, in accordance with Section 2.12, (vi) any cash disbursements required to be made from the Sellers Representative Reserve Fund with respect to such share of Company Stock to the Person who was the holder thereof as of immediately prior to the Effective Time, without interest, in accordance with Section 2.14, and (vii) any Tax Refund Amount required to be made with respect to such share of Company Stock to the Person who was the holder thereof as of immediately prior to the Effective Time, without interest, in accordance with Section 6.2(b).
Effect on Company Stock. Subject to Sections 1.8(h) and 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Merger Sub, Company or any stockholder of Company:
Effect on Company Stock. (i) Subject to the terms and 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 any shareholder of the Company, each share of Company Stock (other than any Dissenting Shares) held by the Shareholders that is issued and outstanding immediately prior to the Effective Time will be (A) converted into and represent the right to receive the applicable Consideration Per Share (if any) or, (B) if not entitled to any Consideration, extinguished. The Closing Consideration will be paid as specified in Section 1.6 and as set forth on a Consideration Allocation Certificate delivered by the Shareholders’ Representative to Parent on the Closing Date and each additional date on which any payment is due to the Shareholders. For the avoidance of doubt, each share of Company Common Stock will be cancelled and extinguished without any conversion thereof, and the holders of such Company Stock will receive no portion of the Consideration in connection with the transactions contemplated hereby.
Effect on Company Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Common Stock and each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Eligible Dissenting Shares, shares of Company Stock owned by Merger Corp or owned by the Company (other than those held by the Company in a fiduciary or representative capacity)) shall be canceled and extinguished and automatically converted in to the right to receive the Merger Consideration to be distributed in the manner provided in Schedule 2.9(a).
