Effect on Equity Securities Clause Samples
The "Effect on Equity Securities" clause defines how certain events or actions impact the rights, value, or structure of a company's equity securities, such as shares or stock options. This clause typically outlines what happens to outstanding equity instruments in scenarios like mergers, acquisitions, stock splits, or other corporate transactions. For example, it may specify whether options are converted, accelerated, or cancelled, and how shareholders' interests are adjusted. Its core function is to ensure all parties understand the consequences for equity holders in the event of significant corporate changes, thereby providing predictability and protecting stakeholders' interests.
Effect on Equity Securities. At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:
Effect on Equity Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Survivor or Target (or their members or the Manager):
(a) Each Target Common Share shall be exchanged for [RATIO] (the “Exchange Ratio”) newly-issued Common Share(s) (as defined in the Survivor Operating Agreement) of Survivor (the “Survivor Common Shares”). The Merger Parties acknowledge that the Exchange Ratio has been calculated based on the projected net asset value (“NAV”) per share, as of the Merger Date (as defined below), of a Target Common Share divided by the projected NAV per share, as of the Merger Date, of an outstanding Survivor Common Share, as determined in accordance with the Operating Agreements. At the discretion of the Manager, if there has been a material change in the NAV per share of either of the Merger Parties after the execution of this Agreement but prior to the Merger Date, the Manager may, in its discretion but subject to approval of the Independent Representatives, amend this Agreement to revise the Exchange Ratio.
(b) The Survivor Common Shares distributed to Target’s shareholders in exchange for their Target Common Shares pursuant to Section 1.2(a) above (the “Aggregate Merger Consideration”) shall be reflected for each Target shareholder (i) on the books and records of Survivor and its transfer agent, Computershare, Inc., and (ii) under such shareholder’s individual account on the Merger Parties’ online investment platform, at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. For the avoidance of doubt, each shareholder of Target receiving Survivor Common Share(s) by virtue of the Merger shall be admitted as a Member (as defined in the Survivor Operating Agreement) of Survivor according to the terms of the Survivor Operating Agreement
(c) Each Outstanding Share (as defined in the Survivor Operating Agreement) of Survivor immediately prior to the Effective Time shall remain Outstanding and shall not be affected by the Merger.
Effect on Equity Securities