Effect on Equity Interests Sample Clauses

Effect on Equity Interests. (a) At the Effective Time, by virtue of the Merger and without any action on the part of TransCo, Merger Sub, ITC or the holders of any securities (or membership interests) of TransCo, Merger Sub or ITC, subject to Section 1.13, each TransCo Common Unit, other than any Cancelled Units, shall be converted into the right to receive one fully paid and nonassessable share of ITC Common Stock (the “Exchange Ratio”). The shares of ITC Common Stock to be issued upon the conversion of TransCo Common Units pursuant to this Section 1.09(a) and cash in lieu of fractional shares of ITC Common Stock to be paid as contemplated by Section 1.13 are referred to collectively as “Merger Consideration.” As of the Effective Time, all such TransCo Common Units shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and any holder of a certificate representing any such TransCo Common Units shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any dividends or other distributions payable pursuant to Section 1.11 upon surrender of such certificate, without interest. The issuance of ITC Common Stock in connection with the Merger is referred to as the “ITC Stock Issuance.” (b) Each TransCo Common Unit that is owned, directly or indirectly, by ITC or Merger Sub immediately prior to the Effective Time or held by TransCo immediately prior to the Effective Time (the “Cancelled Units”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each unit of common membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one common membership interest unit of the Surviving Company and shall constitute the only outstanding limited liability company membership interests of the Surviving Company. From and after the Effective Time, all certificates (if any) representing the common membership interests of Merger Sub shall be deemed for all purposes to represent the number of units of common membership interests of the Surviving Company into which they were converted in accordance with the immediately preceding sentence.

Effect on Equity Interests. 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 any of the following securities (in accordance with the terms of this Agreement):

Effect on Equity Interests. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the Members: (a) Each outstanding unit of limited liability company membership interest of Merger Sub shall be converted into and become one unit of limited liability company membership interest of the Surviving Company. (b) Subject to Section 3.01(e), the Company LLC Interests outstanding immediately prior to the Effective Time shall be converted into the right to receive, (A) for the Manager (i) the Per LLC Interest Closing Merger Consideration in cash minus the Escrow Amount, payable to the Manager upon the Closing in the manner provided in Section 3.02, plus (ii) subject to adjustment as provided in the Escrow Agreement, any distribution from the Escrow Account to which the Manager is entitled; or (B) for all other Members, the Per LLC Interest Closing Merger Consideration payable to the holder thereof upon the Closing in the manner provided in Section 3.02. (c) The consideration paid in accordance with the terms of Sections 3.01(b) and 3.02 shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company LLC Interests, and after the Effective Time there shall be no further registration of transfers on the transfer books of the Surviving Company of Company LLC Interests that were outstanding immediately prior to the Effective Time. (d) Notwithstanding anything to the contrary contained herein, Parent, the Company, Merger Sub, the Surviving Company or any other applicable withholding agent, as applicable, and after adequate notice to and discussion with SBEEG as to the appropriateness of withholding shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld under the Code, or under any provision of applicable state, local or foreign Tax Law, with respect to the making of such payment and any amounts so deducted or withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company LLC Interests in respect of which such deduction or withholding was made. (e) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate amounts payable at the Closing in connection with the Merger under this Article III exceed the Aggregate Closing Merger Consideration less the Escrow Amount.

Effect on Equity Interests. As of the Effective Time, automatically by virtue of the Company Merger and without any action on the part of any stockholder of the Company or any party hereto: (a) Each membership interest of MergerCo issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time. (b) Each share of Company Common Stock or Company Preferred Stock that is owned by the Company, or by any wholly owned Company Subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company or any of its wholly owned Subsidiaries) shall be converted automatically into the right to receive an amount obtained by dividing (i) the sum of (A) $83,166,740 and (B) the difference (it being understood that if the amount described in the following clause (1) is less than the amount described in the following clause (2), then such difference shall be subtracted from, rather than added to, the amount set forth in the preceding clause (A)), if any, between (1) the aggregate amount of the outstanding balance (including principal and any accrued and unpaid interest) of the Assumed Loans for the Merger Agreement Properties (as such terms are defined in the Real Estate Purchase Agreement) set forth on Exhibit 2.1(c), and (2) the aggregate amount of the outstanding balance (including principal and any accrued and unpaid interest) of the Assumed Loans for the Merger Agreement Properties on the Closing Date, excluding for this purpose the $3,000,000 loan on the Woodmoor property referred to in Section 8.2(n), by (ii) the sum of (A) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of additional shares of Company Common Stock that would be outstanding immediately prior to the Effective Time if all holders (other than the Company) of Company Preferred Stock, Common Units or Preferred Units had converted their Company Preferred Stock (including any accrued but unpaid dividends thereon), Common Units or Preferred Units (including any accrued but unpaid distributions thereon), as the case may be, into Company Common Stock immediately prior to the Effective Time and rounded to the nearest one hundredth cent (the "Common Stock Cons...

Effect on Equity Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) the authorized, issued and outstanding Equity Interests in SU shall remain unaffected and unimpaired by the Merger and shall not be converted into any other membership interests, obligations, evidences of ownership, rights to purchase securities or other securities of any other entity, cash or other property, or any combination of the foregoing; and (b) the authorized, issued and outstanding Equity Interests in SU AssetCo shall remain unaffected and unimpaired by the Merger and shall not be converted into any other membership interests, obligations, evidences of ownership, rights to purchase securities or other securities of any other entity, cash or other property, or any combination of the foregoing.

Effect on Equity Interests. (a) Immediately prior to the Effective Time, SDTS and SU agree that all of the outstanding Equity Interests in SDTS held by SU shall be automatically cancelled and retired and cease to exist, with no payment in consideration therefor. (b) At the Effective Time, by virtue of the Merger and without any action on the part of any party: (i) the authorized, issued and outstanding Equity Interests in SU shall remain unaffected and unimpaired by the Merger and shall not be converted into any other membership interests, obligations, evidences of ownership, rights to purchase securities or other securities of any other entity, cash or other property, or any combination of the foregoing; and (ii) the authorized, issued and outstanding Equity Interests in SDTS outstanding immediately prior to the Effective Time shall be converted into and become the membership interests in SDTS shown as owned by Transmission and Distribution Company, L.L.C., a Texas limited liability company, in the Fourth Amended and Restated SDTS Company Agreement (which will constitute all outstanding Equity Interests in SDTS as of the Effective Time).

Effect on Equity Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other person or entity:

Effect on Equity Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) the authorized, issued and outstanding Equity Interests in SDTS shall remain unaffected and unimpaired by the Merger and shall not be converted into any other membership interests, obligations, evidences of ownership, rights to purchase securities or other securities of any other entity, cash or other property, or any combination of the foregoing; and (b) the authorized, issued and outstanding Equity Interests in SDTS AssetCo shall remain unaffected and unimpaired by the Merger and shall not be converted into any other membership interests, obligations, evidences of ownership, rights to purchase securities or other securities of any other entity, cash or other property, or any combination of the foregoing.

Effect on Equity Interests. At the Effective Time, each of Merger Corp’s Shares issued and outstanding immediately prior to the Effective Time will be cancelled, and no consideration shall be provided therefor. The limited liability company interests of Merger LLC outstanding immediately prior to the Effective Time shall remain outstanding and unchanged as limited liability company interests of the Surviving Company.

Effect on Equity Interests. At the First Effective Time, by virtue of the First Merger and without any action on the part of the holders thereof, the following will occur: (a) Each membership interest of Merger Sub issued and outstanding immediately before the First Effective Time will be converted into one membership interest of the First Surviving Entity, which will be the only membership interest of the First Surviving Entity issued and outstanding immediately after the First Effective Time. (b) Each Membership Interest owned directly or indirectly by the Company, Parent, Merger Sub, or Merger Sub 2, if any, will cease to exist and cease to be outstanding and will be canceled and no consideration will be paid or delivered in exchange therefor. (c) Membership Interests issued and outstanding immediately before the First Effective Time (other than any Membership Interest described in Section 1.11(b), which Membership Interest is subject to the terms of such Section) will cease to exist and cease to be outstanding and will be canceled, and each holder thereof will thereafter be entitled to receive with respect to each of such holder’s share of the Merger Consideration, upon and subject to the terms herein.