Effect on the Company Stock Sample Clauses

Effect on the Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the Company Stockholders, each class, series and subclass of Company Stock (other than Company Stock held or owned by the Company and Dissenting Stock) issued and outstanding immediately prior to the Effective Time, upon the terms and subject to the conditions set forth in this Section 2.6 and elsewhere in this Agreement, will be cancelled and extinguished and be converted automatically into the right to receive that portion of the Final Merger Consideration as set forth herein and shall no longer be outstanding. (i) Each class, series and subclass of Company Stock (other than Company Stock held or owned by the Company and Dissenting Stock) that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a portion of the Final Merger Consideration in accordance with the Distribution Waterfall. (ii) Each share of Dissenting Stock shall be converted into the right to receive potential payment from the Surviving Corporation with respect thereto in accordance with Section 2.11. (iii) For purposes of calculating the amount to be paid to each Company Stockholder (other than the Company in respect of treasury stock and other than holders of Dissenting Stock) at the Effective Time, the amounts described in this Section 2.6(a) shall be calculated assuming that the Final Merger Consideration is equal to the Aggregate Initial Consideration, and shall be adjusted following the Closing as set forth herein. The amount to be paid to each Company Stockholder for each class, series and subclass of Company Stock (other than the Company in respect of treasury stock and other than holders of Dissenting Stock) held shall be rounded down to the nearest whole cent. (iv) All classes, series and subclasses of Company Stock, when cancelled, extinguished, and converted pursuant to this Section 2.6(a), shall no longer be outstanding and shall automatically be cancelled and retired, and each former holder thereof shall cease to have any rights with respect thereto, except the right to receive the consideration provided for in this Section 2.6(a).
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Effect on the Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the Company Stockholders, each class, series and subclass of Company Stock (other than Dissenting Stock) issued and outstanding immediately prior to the Effective Time, upon the terms and subject to the conditions set forth in this Section 2.6 and elsewhere in this Agreement, will be cancelled and extinguished and be converted automatically into the right to receive that portion of the Final Merger Consideration as set forth herein and shall no longer be outstanding. (i) Each class, series and subclass of Company Stock (other than Dissenting Stock) that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a portion of the Final Merger Consideration in accordance with the Distribution Waterfall. (ii) Each Dissenting Stock shall be converted into the right to receive payment from the Surviving Corporation with respect thereto in accordance with Section 2.11. (iii) For purposes of calculating the amount to be paid to each Company Stockholder (other than holders of Dissenting Stock) at the Effective Time, the amounts described in this Section 2.6(a) shall be calculated assuming that the Final Merger
Sample 1
Effect on the Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the Equityholders: i. each share of Preferred Stock and Common Stock (other than Dissenting Stock) held by a Founder, that is issued and outstanding immediately prior to the Effective Time, shall be cancelled and extinguished and be converted automatically into the right to receive, as provided herein (A) a portion of the Aggregate Initial Consideration Amount equal to (1) the number of Aggregate Initial Shares set forth in the Distribution Waterfall, and (2) cash in an amount equal to the portion of the Aggregate Founder Cash Amount set forth in the Distribution Waterfall, and (B) a portion of any Deferred Payments as set forth in the Distribution Waterfall; ii. each share of Preferred Stock and Common Stock (other than Dissenting Stock) held by a Non-Founder Equityholder, that is issued and outstanding immediately prior to the Effective Time, shall be cancelled and extinguished and be converted automatically into the right to receive, as provided herein (A) a portion of the Aggregate Initial Cash Amount set forth in the Distribution Waterfall, and (B) a portion of any Deferred Payments as set forth in the Distribution Waterfall; and iii. all shares of Preferred Stock and Common Stock, when cancelled, extinguished, and converted pursuant to this Section 2.6(a), shall no longer be issued or outstanding and shall automatically be cancelled and retired, and each former holder thereof shall cease to have any rights with respect thereto, except the right to receive, upon the terms and conditions set forth herein, the consideration provided for in this Section 2.6(a).
Sample 1

Related to Effect on the Company Stock

  • 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 the Agreement Except as specifically amended or waived by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. The term "Agreement" used in the Agreement shall mean the Agreement as amended hereby.

  • 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 the Credit Agreement The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, or constitute a waiver of any provision of the Credit Agreement. Except as expressly amended above, the Credit Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This Amendment shall be binding on the parties hereto and their respective successors and permitted assigns under the Credit Agreement.

  • 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 the Loan Agreement (a) Upon the effectiveness of Section 2 hereof, each reference in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Loan Agreement as amended hereby.

  • 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 Employment Neither the grant of the Stock Option, nor the issuance of Shares upon exercise of the Stock Option, will give the Optionee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

  • 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 ON FUND ACCOUNTING AGREEMENT In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.

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