Effect on Units. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the equity holders of any of the foregoing:
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:
Effect on Units. At the Effective Time:
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.
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. (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.
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:
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. As of the Effective Time, by virtue of the Merger and without any further action on the part of the Partnership, Tiptree or holders of any units of limited partnership interest (“Units”) of the Partnership, (a) the general partnership interest in the Partnership, which is owned entirely by Tiptree, shall, at the Effective Time, automatically be canceled and no payment shall be made with respect thereto; and (b) each Unit that is issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, automatically be converted into the right to receive (i) 2.798 validly issued, fully paid and non-assessable shares of Class A common stock, par value $0.001 per share, of Tiptree (“Common Stock”), rounded up or down to the nearest whole number of shares of Common Stock, without interest, and (ii) a warrant to purchase shares of Common Stock at an exercise price of $11.33 per share, such warrant in substantially the form of Exhibit A hereto (a “2018 Warrant”).
