Effect on Company Units Sample Clauses

Effect on Company Units. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Merger Sub or the holder of any Existing Company Units:
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Effect on Company Units. 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 Company Units, each Company Unit (excluding, for the avoidance of doubt, Dissenting Units, which shall be treated as provided for in Section 1.7, and Company Options, which shall be treated as provided for in Section 1.6(c)) issued and outstanding immediately prior to the Effective Time, upon the terms and subject to the conditions set forth in this Section 1.6 and throughout this Agreement, including the escrow provisions set forth in Article VII, will be cancelled and extinguished and will be converted automatically into the right to receive, upon submission of the Exchange Documents in the manner provided in Section 1.8, the Per Unit Consideration (it being understood that for purposes of calculating the amount issuable to each Unitholder pursuant to this Section 1.6(b), all Company Units held by each Unitholder shall be aggregated).
Sample 1
Effect on Company Units. As of the Effective Time, all Company Units shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders immediately prior to the Effective Time of Company Units shall cease to have any rights with respect thereto (other than any rights provided in this Agreement), except for the right to receive the applicable consideration to be paid in consideration therefor as set forth in this Section
Sample 1
Effect on Company Units. At the Effective Time, by virtue of the Merger and without any action on the part of the Purchaser, Merger Sub, the Company or any holder of securities of any of the foregoing: (i) each Company Unit that is owned by the Purchaser, Merger Sub or the Company (in treasury or otherwise) immediately prior to the Effective Time (each, an “Excluded Unit”) shall be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefore; (ii) each Company Incentive Unit that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) shall, by virtue of the occurrence of the Merger, (x) to the extent the holder of such Company Incentive Unit is continuously employed by or providing services to the Company from the date hereof through the Effective Time, shall be automatically deemed to be fully vested, (y) regardless of such employment or service status, shall be automatically deemed exchanged or converted (on a cashless basis) into the number of whole Company Class A Units determined in accordance with the Company Incentive Unit Exchange Calculation and in accordance with the terms of such Company Incentive Unit, the Company OA and the Company Incentive Plan, and (z) each Company Class A Unit issued or issuable upon such deemed exchange or conversion shall be treated as being issued and outstanding immediately prior to the Effective Time and, pursuant to Section 2.03(a)(iii) (and without duplication) shall be canceled and converted into the right to receive the Per Unit Base Consideration and the Per Unit Earn-out Consideration; (iii) each Company Class A Unit that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) shall be cancelled and converted into the right to receive the Per Unit Base Consideration and the Per Unit Earn-out Consideration; (iv) each Company Class B Unit that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) shall be cancelled and converted into the right to receive the Per Unit Base Consideration and the Per Unit Earn-out Consideration; and (v) each Company Class A-1 Convertible Preferred Unit and each Company Class A-2 Convertible Preferred Unit that is issued and outstanding immediately prior to the Effective Time (other than Excluded Units) shall be cancelled and converted into the right to receive the Per Class A Convertible Preferred Unit Consideration.
Sample 1
Effect on Company Units. Upon the terms and subject to the conditions of (x) this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Representative or the Company Securityholders, each Company Unit issued and outstanding immediately prior to the Effective Time (excluding Dissenting Units and Company Units to be cancelled pursuant to Section 2.5(b)) will be cancelled and extinguished and the holders of such cancelled Company Units shall be entitled to receive the portion of such Base Merger Consideration payable to such Company Member in accordance with Section 8.2 of the Company Operating Agreement; provided that each Company Member’s Pro Rata Portion of the Escrow Amount with respect to such units shall be withheld at the Effective Time and deposited with the Escrow Agent in accordance with this Agreement, with each such Company Member having a contingent right to receive such Company Member’s Pro Rata Portion of any amount released from escrow for the benefit of the Company Members; provided, further, that, subject to the terms of this Agreement, each Company Member shall have the contingent right to receive such Company Member’s Pro Rata Portion of (x) any Earn-Out Payment actually payable, contingent upon the satisfaction of the Earn-Out Milestones or (y) any Base Merger Consideration Surplus. The Base Merger Consideration shall be payable without interest as set forth in this Article II.
Sample 1
Effect on Company Units 
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Related to Effect on Company Units

  • 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 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 Parent or 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:

  • Effect on Transaction Documents Except as expressly set forth above, all of the terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may have to the Purchaser under the Transaction Documents. Notwithstanding the foregoing, this Agreement shall be deemed for all purposes as an amendment to any Transaction Document as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Debentures or any other Transaction Document, on the one hand, and the terms and provisions of this Agreement, on the other hand, the terms and provisions of this Agreement shall prevail.

  • Effect on Contract Except as specifically required to implement the purposes of this Section of the Contract, all other terms of the Contract shall remain in force and effect.

  • No Effect on Service Nothing in this Agreement or in the Plan shall be construed as giving the Participant the right to be retained in the employ or service of the Company or any Affiliate thereof. Furthermore, the Company and its Affiliates may at any time dismiss the Participant from employment or consulting free from any liability or any claim under the Plan or this Agreement, unless otherwise expressly provided in the Plan, this Agreement or any other written agreement between the Participant and the Company or an Affiliate thereof.

  • Effect on Benefits a. Employees on Family and Medical Leave shall be covered by District Life Insurance Group Coverage and Hospital-Medical, Dental, Vision Group Coverage as though they were in active service. b. No credit is allowed for any benefits for time spent on unpaid family illness leave. c. Time on leave with pay counts for step advance, retirement, and vacation; credit in full for step advance and vacation, and full or half (½), according to the pay allowed, for retirement. d. Time on Family and Medical Leave does count as service in meeting requirements for other types of leaves.

  • Effect on Other Bank Benefit Plans Nothing contained in this Executive Plan shall affect the right of the Executive to participate in or be covered by any qualified or non-qualified pension, profit-sharing, group, bonus or other supplemental compensation or fringe benefit plan constituting a part of the Bank's existing or future compensation structure.

  • Effect of the Merger on 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 any holder of any securities of Parent, Merger Sub or the Company:

  • No Effect on Other Rights This Agreement constitutes the entire agreement between the Employer and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. Nothing contained herein will confer upon the Executive the right to be retained in the service of the Employer nor limit the right of the Employer to discharge or otherwise deal with the Executive without regard to the existence hereof.

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