Effect on Equity Sample Clauses

Effect on Equity. At the Effective Time, by virtue of the Merger and without any action on the part of any Person, the following shall occur: (a) each Class A Unit issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted into the right to receive an amount in cash, without interest, equal to the Per Class A Unit Merger Consideration, upon the terms set forth in this Agreement and as set forth on the Merger Consideration Schedule; (b) each Class B Unit issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted into the right to receive an amount in cash, without interest, equal to the Per Class B Unit Merger Consideration, upon the terms set forth in this Agreement and as set forth on the Merger Consideration Schedule; (c) each Series A Preferred Unit issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted into the right to receive an amount in cash, without interest, equal to the Per Series A Preferred Unit Merger Consideration, upon the terms set forth in this Agreement and as set forth on the Merger Consideration Schedule; (d) each Unit held immediately prior to the Effective Time by the Company in treasury, if any, shall be cancelled and no cash or other consideration shall be paid with respect thereto; (e) all Units when converted pursuant to this Section 2.2, will no longer be outstanding, and each former holder thereof will cease to have any rights with respect thereto, except the right to receive the payments described in this Section 2.2, without interest; and (f) all the Equity Interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for a validly issued Equity Interest of the Surviving Company, which shall be the only Equity Interests of the Surviving Company issued and outstanding immediately after the Effective Time.
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Effect on Equity. Subject to the provisions of this Article II, at the Effective Time, by virtue of the Merger and without any action on the part of the Company or TopCo or the holder of any shares of Company Common Stock or any shares of equity of TopCo:
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Effect on Equity. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the merger (and without any further action by Parent, MMMB, JEFE, or the holders of any of the following securities of such entities), the following shall occur:
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Effect on Equity. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the Company Members (as of immediately prior to the Effective Time) or the holder of any membership interests of Merger Sub: (i) The membership interest of Merger Sub shall be converted into and become one validly issued, fully paid and non-assessable membership interest unit of the Surviving LLC. (ii) At the Effective Time, each Series A Unit and each Series B Unit of the Company (each, a “Company Interest”) that is owned by the Company, Parent, Merger Sub or any of their respective wholly owned subsidiaries shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefor. (iii) At the Effective Time, each issued and outstanding Series A Unit (other than Series A Units to be cancelled in accordance with Section 2.01(a)(ii)) shall automatically be converted into a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Series A Per Share Stock Consideration (subject to adjustment as provided in Section 2.01(a)(v)). (iv) At the Effective Time, each issued and outstanding Series B Unit (other than Series B Units to be cancelled in accordance with Section 2.01(a)(ii)) shall automatically be converted into a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Series B Per Share Stock Consideration (subject to adjustment as provided in Section 2.01(a)(v)). (v) Any revision to the Exchange Ratio (as defined in the Announcement) effected in accordance with the terms of the Announcement and the Takeover Code shall equally apply to this Agreement as it relates to the Merger Consideration. (vi) The shares of Parent Common Stock to be issued upon the conversion of the Company Interests pursuant to Section 2.01(a)(iii) and Section 2.01(a)(iv) are referred to collectively as “Merger Consideration”. As of the Effective Time, all such Company Interests shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and shall cease to have any rights with respect thereto, except the right to receive, in accordance with Section 2.02, the applicable Merger Consideration. (vii) Parent agrees that in no event shall any Company Member be deemed to be an “interested stockholder” (as such term is defined in Section 203 o...
Sample 1
Effect on Equity. (a) At the Effective Time and pursuant to the Merger, (i) each issued and outstanding share of capital stock of BBC, whether represented by a Unit Certificate or a Standalone Certificate of BBC, shall be canceled and converted automatically solely into the right to receive one fully paid and nonassessable share of common stock of the Surviving Corporation, and (ii) each issued and outstanding share of capital stock of Blue Ridge, whether represented by a Unit Certificate or a Standalone Certificate of Blue Ridge, shall be canceled and converted automatically solely into the right to receive one fully paid and nonassessable share of common stock of the Surviving Corporation. (b) Immediately following the Effective Time and the exchanges of capital stock made pursuant to the Merger described above in Section 7(a), as provided in the Amended and Restated Articles of Incorporation of the Surviving Corporation, every two outstanding shares of common stock of the Surviving Corporation shall be combined into and automatically become one share of common stock of the Surviving Corporation (the “Reverse Split”).
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Effect on Equity. Subject to the provisions of this Article II, at the Effective Time, by virtue of the Merger and without any action on the part of the Company or TopCo or the holder of any shares of Company Common Stock or any shares of equity of TopCo: (a) Cancelation of Treasury Stock and TopCo-Owned Stock. Each share of Company Common Stock that is directly owned by the Company, as treasury stock, or by TopCo immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor (the “Canceled Shares”).
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Effect on Equity 
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Related to Effect on Equity

  • 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 Obligations Termination of this Agreement pursuant to this Article shall terminate all obligations of the parties hereunder; provided, however, that termination pursuant to paragraph (b) of Section 8.01 shall not relieve any party that breached its covenants or agreements contained herein or in any related agreement from any liability to the other party hereto by reason of such breach.

  • 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 Lease (a) If the Premises are totally taken by Condemnation, this Lease shall terminate as of the Date of Condemnation. If a portion but not all of the Premises is taken by Condemnation, this Lease shall remain in effect; provided, however, that if the portion of the Premises remaining after the Condemnation will be unsuitable for Tenant's continued use, then upon notice to Landlord within thirty (30) days after Landlord notifies Tenant of the Condemnation, Tenant may terminate this Lease effective as of the Date of Condemnation. (b) If twenty-five percent (25%) or more of the Project or of the parcel(s) of land on which the Building is situated or of the Parking Facility or of the floor area in the Building is taken by Condemnation, or if as a result of any Condemnation the Building is no longer reasonably suitable for use as an office building, whether or not any portion of the Premises is taken, Landlord may elect to terminate this Lease, effective as of the Date of Condemnation, by notice to Tenant within thirty (30) days after the Date of Condemnation. (c) If all or a portion of the Premises is temporarily taken by a Condemnor for a period not extending beyond the end of the Term, this Lease shall remain in full force and effect.

  • 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 Agreement Except as specifically required to implement the purposes of this Addendum, or to the extent inconsistent with a material term of this Addendum, all other terms of the Agreement shall remain in full force and effect.

  • Financial Statements; No Material Adverse Effect; No Internal Control Event (a) (i) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Borrower and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheets of Borrower and its Consolidated Subsidiaries dated August 31, 2006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Borrower and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) To the best knowledge of Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to Agent or Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of Borrower and its Subsidiaries on a consolidated basis. (e) The forecasted balance sheet and statements of income and cash flows of Borrower and its Consolidated Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrower’s best estimate of its future financial condition and performance.

  • Effect on Other Plans An election by the Executive to resign after a Change in Control under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 5 hereof, and except that the Executive shall have no rights to any severance benefits under any severance pay plan.

  • 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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