Effects on Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of Parent, MergerCo, the Company or any of their respective shareholders or members: (a) Each common share of MergerCo shall be converted into one validly issued, fully paid and nonassessable common share of the Surviving Entity. (b) The Company Membership Interests, which represent 100% of the equity securities of the Company, issued and outstanding immediately prior to the Merger Effective Time shall automatically be converted into, and canceled in exchange for an amount in cash to be paid simultaneously by Parent equal to Nine Hundred Twenty Million Dollars ($920,000,000) without interest, reduced by the aggregate outstanding balances of the Existing Indebtedness and as further adjusted pursuant to the terms of this Agreement (the “Company Merger Consideration”), in the manner described in Section 3.2.
Appears in 4 contracts
Samples: Merger Agreement (Inland American Real Estate Trust, Inc.), Merger Agreement (Inland American Real Estate Trust, Inc.), Merger Agreement (Inland American Real Estate Trust, Inc.)
