Effect on the Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:
(a) Each issued and outstanding share of common stock of Merger Corp. immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation following the Merger.
(b) Each share of Common Stock that is owned by Merger Corp. or any of its Affiliates immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no cash, Common Stock or other consideration, including the Merger Consideration, shall be delivered or deliverable in exchange therefor.
(c) Each share of Common Stock that is owned by or held in the treasury of the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no cash, Common Stock or other consideration, including the Merger Consideration, shall be delivered or deliverable in exchange therefor.
(d) Shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Sections 2.8(b) and 2.8(c)) held by each shareholder of the Company shall be converted into the right to receive an amount in cash (the "Merger Consideration") equal to the product of (A) the number of shares of Common Stock owned by such shareholder immediately prior to the Effective Time, and (B) the Per Share Amount. The Merger Consideration shall be payable to the holder of shares of Common Stock, without interest thereon, upon the surrender of the certificate or certificates formerly representing such shares of Common Stock (each, a "Certificate") in the manner provided in Section 2.10, less any required withholding of U.S. federal, state, local or foreign Taxes. From and after the Effective Time, all such shares of Common Stock shall no longer be outstanding and shall be deemed to be canceled and retired and shall cease to exist, and each holder of shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor in accordance with Section 2.10.
Effect on the Capital Stock. EXCHANGE OF CERTIFICATES 20
Effect on the Capital Stock of the Constituent Corporations; ------------------------------------------------------------ Exchange of Certificates ------------------------
SECTION 2.01. Effect on Capital Stock...................................... 6 SECTION 2.02. Exchange of Certificates..................................... 8
Effect on the Capital 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 the capital stock of the Company (the “Company Stock”) or any shares of the capital stock of MergerCo:
(a) Each share of common stock, par value $0.01 per share, of MergerCo issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation following the Merger.
(b) Each share of Company Stock that is owned by the Company immediately prior to the Closing Date 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 Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(b) and the Dissenting Shares as defined in Section 3.2 below) shall be converted into the right to receive that portion of the Merger Consideration (as defined below) applicable to such share, calculated as of the Effective Time in accordance with the amounts set forth on Exhibit A hereto, with the amounts set forth in the column entitled “Closing Amount” to be payable as of the Effective Time and the amounts set forth in the column entitled “Escrow Amount” to be payable in accordance with the terms hereof and of the Escrow Agreement, net to the holder thereof in cash, payable to the holder thereof, without any interest thereon, upon surrender and exchange of the Certificate (as defined below) representing such share of Company Stock or the delivery of an affidavit as described in Section 3.1(h).
Effect on the Capital Stock. Section 3.01 Conversion of Capital Stock Section 3.02 Issuance of Merger Consideration
Effect on the Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subsidiary, the Company or any holder of any issued and outstanding shares of capital stock of the Company (the “Shares”) or any holder of any capital stock of Merger Subsidiary:
2.4.1 Each share of the capital stock of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
2.4.2 All Shares that are owned, directly or indirectly, by the Company (except for shares owned on behalf of third parties) and all Shares that are owned, directly or indirectly, by Parent, Merger Subsidiary or any other wholly-owned subsidiary of Parent (except for shares owned on behalf of third parties) shall be automatically canceled and retired and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor.
Effect on the Capital Stock of the ---------------------------------- Constituent Corporations; Exchange of Certificates --------------------------------------------------
Effect on the Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of ASC, Parent, Merger Sub or any holder of any shares of capital stock of Merger Sub:
(a) Each share of MS Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one share of the Surviving Corporation following the Merger.
(b) All of the shares of ASC common stock issued and outstanding immediately prior to the Effective Time (the “ASC Common Stock”) shall be converted into the right to receive 67,207,640 (sixty-seven million, two hundred and seven thousand and six hundred and forty) shares of Parent Common Stock (the “Merger Consideration”). The Merger Consideration shall be payable to the holder of shares of ASC Common Stock, without interest thereon, upon the surrender of the certificate or certificates formerly representing the shares of ASC Common Stock (each, a “Certificate”) in the manner provided in Sections 2.9 and 2.10. From and after the Effective Time, all such shares of ASC Common Stock so converted into the Merger Consideration shall no longer be outstanding and shall be deemed to be canceled and retired and shall cease to exist, and each holder of a Certificate or Certificates shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate or Certificates in accordance with Section 2.9 and 2.10.
Effect on the Capital Stock. OF THE CONSTITUENT CORPORATIONS; SURRENDER OF CERTIFICATES
Effect on the Capital Stock
