Merger Consideration Exchange Procedures. Merger Consideration 13 Section 3.2 Rights As Unitholders; Unit Transfers 14 Section 3.3 Exchange of Certificates 14 Section 3.4 Anti-Dilution Provisions 18 Section 3.5 Midstream LTIP Restricted Common Units and Phantom Units 18 Section 3.6 Tax Characterization of Merger 19
Merger Consideration Exchange Procedures. 8 3.01. Merger Consideration.....................................8 3.02. Rights as Stockholders; Stock Transfers..................9
Merger Consideration Exchange Procedures. 13 Section 3.1 Merger Consideration 13 Section 3.2 Rights as Partnership Unitholders; Common Unit Transfers 14 Section 3.3 Exchange of Certificates and Book-Entry Units 15 Section 3.4 No Dissenters’ Rights 18 Section 3.5 Anti-Dilution Provisions 18 Section 3.6 Treatment of Awards 18
Merger Consideration Exchange Procedures. 9 Section 3.01 Merger Consideration..................................................... 9 Section 3.02
Merger Consideration Exchange Procedures. 4 2.1 Conversion of Shares; Exchange of Shares.............................. 4 2.2
Merger Consideration Exchange Procedures. AHGP Unitholder Consideration 11 Section 4.2 Rights As Unitholders; Unit Transfers 12 Section 4.3 Exchange Procedures 12 Section 4.4 Anti-Dilution Provisions 15 Section 4.5 Treatment of Deferred Equity Awards 15
Merger Consideration Exchange Procedures. (a) Prior to the Effective Time, Parent shall appoint a reputable bank or trust company designated by Parent and reasonably satisfactory to the Company to act as exchange agent (the “Exchange Agent”) for the distribution of the Merger Consideration to be distributed in the Transaction Merger to the Stockholders pursuant to an exchange agent agreement in form and substance mutually agreeable to Parent and the Company (the “Exchange Agent Agreement”). It is hereby acknowledged and agreed by the Company that Continental Stock Transfer & Trust Company (“Continental”) is acceptable as Exchange Agent.
(b) As soon as reasonably practicable after the Transaction Effective Time, the Exchange Agent and Surviving Pubco shall deliver to each Stockholder a letter of transmittal (and any instructions related thereto) in form and substance reasonably acceptable to Surviving Pubco and the Company (the “Letter of Transmittal”) to be completed and executed by such Stockholder to receive such Stockholder’s portion of the Merger Consideration to which such Stockholder is entitled to receive as contemplated by Section 1.5. The Letter of Transmittal will contain, among other things, (i) customary representations of each Stockholder relating to (as applicable for Stockholders that are individuals) existence, power and authority, due authorization, due execution, enforceability and ownership of the shares of Company Common Stock owned by such Stockholder, (ii) the appointment of the Representative pursuant to this Agreement, (iii) an agreement to be bound by the indemnification provisions set forth in Article VII hereof and (iv) a general release of claims by each Stockholder in favor of the Released Parties on the same terms as set forth in Section 10.15 (it being understood and agreed that such release is an integral part of the transactions contemplated by this Agreement and is a material inducement to Parent’s, Holdco’s and Merger Sub’s entering into this Agreement, and is being provided by each such Stockholder in consideration for the substantial direct and indirect benefits to be received by such Stockholder as a result of such transactions). Upon delivery to the Exchange Agent of a validly executed and delivered Letter of Transmittal, the Exchange Agent shall (x) issue to the applicable Stockholder (or its designee) the number of Holdco Shares to which such Stockholder is entitled under Section 1.5(c)(ii), (y) distribute to the applicable Stockholder (or its designee) an ...
Merger Consideration Exchange Procedures. 10 3.1 Merger Consideration . . . . . . . . . . . . . . . . . . . . . 10 3.2 Rights as Stockholders; Stock Transfers. . . . . . . . . . . . 10 3.3
Merger Consideration Exchange Procedures. 8 Section 3.1 Merger Consideration..................................................................... 8 Section 3.2 Company Stock Options.................................................................... 10
Merger Consideration Exchange Procedures. HOLDINGS EXCHANGE AND CONTRIBUTION 10 SECTION 3.2 HOLDINGS UNITHOLDER CONSIDERATION 11 SECTION 3.3 RIGHTS AS UNITHOLDERS; UNIT TRANSFERS 11 SECTION 3.4 EXCHANGE OF CERTIFICATES 12 SECTION 3.5 ANTI-DILUTION PROVISIONS 15 SECTION 3.6 UNIT OPTIONS AND RESTRICTED UNITS 15 SECTION 4.1 ORDINARY COURSE 17 SECTION 4.2 EQUITY 17 SECTION 4.3 DISTRIBUTIONS; EQUITY CHANGES 17 SECTION 4.4 ACQUISITIONS AND DISPOSITIONS 18 SECTION 4.5 AMENDMENTS 18 SECTION 4.6 ACCOUNTING METHODS 18 SECTION 4.7 INSURANCE 18 SECTION 4.8 TAXES 18 SECTION 4.9 DEBT, CAPITAL EXPENDITURES AND THE LIKE 19 SECTION 4.10 NO DISSOLUTION 19 SECTION 4.11 ADVERSE ACTIONS 19 SECTION 4.12 AGREEMENTS 19
