Effect on Units. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror or Merger Sub, or any holder of Units in the capital of, Acquiror or Merger Sub, each of the following shall occur:
Effect on Units. At the Effective Time, by virtue of the Merger and without any action on the part of the Oceanbulk Holdcos, Parent, Merger Subs or the holder of any limited liability company interests of either Oceanbulk Holdco or Merger Sub:
(a) Each Oaktree Unit issued and outstanding immediately prior to the Effective Time shall, by virtue of the Oaktree Holdco Merger and without any action on the part of Oaktree Holdco Merger Sub, Parent, the Oaktree Holdco or the holder thereof, be converted into the right to receive, with respect to each holder of Oaktree Units immediately prior to the Effective Time, such holder’s Per Oaktree Seller Merger Consideration, less any applicable withholding Taxes, together with any amounts to which such holder is entitled pursuant to Section 3.4 and Section 8.3. As of the Effective Time, all such Oaktree Units shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right of each holder of Oaktree Units immediately prior to the Effective Time to receive the Per Oaktree Seller Merger Consideration, together with any amounts to which such holder is entitled pursuant to Section 3.4 and Section 8.3.
(b) Each Xxxxxx Unit issued and outstanding immediately prior to the Effective Time shall, by virtue of the Xxxxxx Holdco Merger and without any action on the part of Xxxxxx Holdco Merger Sub, Parent, the Xxxxxx Holdco or the holder thereof, be converted into the right to receive the Per Xxxxxx Unit Merger Consideration, less any applicable withholding Taxes, together with any amounts to which such holder is entitled pursuant to Section 3.4 and Section 8.3. As of the Effective Time, all such Xxxxxx Units shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Per Xxxxxx Unit Merger Consideration, together with any amounts to which such holder is entitled pursuant to Section 3.4 and Section 8.3.
(c) The limited liability company interests of Oaktree Holdco Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become limited liability company interests of the Oaktree Holdco Surviving Company with the same rights, powers and privileges as the limited liability company interests so converted and shall constitute the only outstanding limited liability company interests of the Oaktree Holdco Surviving Company. The limite...
Effect on Units. (i) As of the Effective Time, by virtue of the Merger, and without any further action by any Person, all Units (other than the Unvested Restricted Units) issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Securityholder who holds such Units shall cease to have any rights with respect thereto, except the right to receive (i) the Closing Consideration attributable thereto (which, for the avoidance of doubt, may vary depending on the class of such Unit including, with respect to Vested Restricted Units, each as a result of the Strike Price applicable to such Vested Restricted Unit) as set forth in the Allocation Schedule and payment shall be paid by or on behalf of Buyer through the Payment Agent to the Securityholders in accordance with Section 2.5, and (ii) any portion of any Additional Payment attributable thereto, in each case to be paid to the holder thereof in accordance with the terms of this Agreement; provided, that notwithstanding anything to the contrary herein, no consideration shall be payable hereunder in respect of any Units unless and until the holder thereof shall have properly completed, executed and delivered a Letter of Transmittal in respect of such Units.
(ii) As of the Effective Time, by virtue of the Merger, and without any further action by any Person each Unvested Restricted Unit shall be canceled, terminated and shall cease to exist as of the Effective Time, and no payment shall be made with respect thereto. The Buyer Parties shall not assume any Restricted Units or substitute new awards therefor in connection with the transactions contemplated by this Agreement. At the Effective Time, each Restricted Unit shall be cancelled and terminated, and the Company shall take all actions necessary prior to the Closing to effect such cancellation and termination.
(iii) As of the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof or any Party, each unit of Merger Sub issued and outstanding as of immediately prior to the Effective Time shall be converted into one (1) fully paid and non-assessable unit of the Surviving Company.
Effect on Units. Section 2.1 Effect of Merger 3 Section 2.2 Exchange of Certificates; Payment of Common Merger Consideration, Class A Consideration and Class B Consideration 6 Section 2.3 Adjustments 11 Section 2.4 Tax Characterization of Merger and Cash Received 12 Section 2.5 No Dissenters’ Rights 12
Effect on Units. At the Effective Time, as consideration for its agreement to surrender the Units and to approve the Merger, Stanford and W&R shall receive that amount of Shares determined by multiplying the number of Units held by Stanford and W&R by 1 (the “Conversion Ratio”). Each share of common stock, par value $.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become 1,000 membership interests representing one hundred percent (100%) of the outstanding equity interests of the Surviving Entity.
Effect on Units. As of the Effective Time of the Merger, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, ECS or any holder of an equity interest of Parent, Merger Subsidiary or ECS:
1.8.1 The outstanding shares of common stock of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall become 100% of the membership interest of the Surviving Entity.
1.8.2 Each Common Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, upon surrender of the certificates formally representing all such membership interest units (the “Certificates”), the Per Unit Merger Consideration. As of the Effective Time, all of the Common Units shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and the ECS Members shall cease to have any rights with respect thereto, except the right to receive the Per Unit Merger Consideration to be paid and delivered in consideration therefor upon surrender of each such Certificate in accordance with Section 1.12, without interest.
1.8.3 Each Preferred Unit shall automatically be retired and cease to be outstanding, and no consideration will be delivered or deliverable in exchange therefor.
Effect on Units. (a) As of the Effective Time, each IDS separated in connection with the tender of Notes pursuant to the Debt Tender Offer shall entitle the holder thereof to receive (i) for the underlying Company Common Share, the Merger Consideration as provided in Section 2.01(c), (ii) for the underlying Note (or portion thereof) accepted for payment in the Debt Tender Offer, the Debt Tender Consideration and (iii) for the underlying Note (or portion thereof) not accepted for payment in the Debt Tender Offer, a new Subordinated Note of the Surviving Corporation representing the amount thereof which will remain outstanding.
(b) As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any IDS, each issued and outstanding IDS that has not been separated in connection with the tender of Notes pursuant to the Debt Tender Offer shall be converted into an IDS of the Surviving Corporation consisting of the right to receive the Merger Consideration (in accordance with Section 2.01(c)) and one Subordinated Note of the Surviving Corporation. After the Effective Time, in order to receive the Merger Consideration for each Company Common Share underlying an IDS that has not be separated in connection with the tender of Notes pursuant to the Debt Tender, the holder must surrender such IDS for separation and the underlying Common Shares as described in Section 2.02.
Effect on Units. As of the Effective Time, all Units shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders immediately prior to the Effective Time of Units shall cease to have any rights with respect thereto (other than any rights provided in this Agreement), except for the right to receive the applicable consideration to be paid in consideration therefor as set forth in this Section 2.01 in accordance with this Agreement (subject, in each case, to any applicable withholding tax as provided in Section 3.01(f)). No holder of Units shall be entitled to any “appraisal rights”, “dissenter’s rights” or any similar rights under the DLLCA or any other applicable Law.
Effect on Units. At the Effective Time, by virtue of the Merger and without any action on the part of Holdco, Parent, Merger Sub or the holders of any of the securities of any of the foregoing:
(a) All of the limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into 100% of the limited liability company interests of the Surviving Company; and
(b) Subject to Section 2.10 and Section 2.11, each Unit issued and outstanding immediately prior to the Effective Time shall be canceled, extinguished and automatically converted into the right to receive an amount of cash (without interest) equal to the Per Unit Merger Consideration.
Effect on Units. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company:
