Merger Sub Membership Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, the membership interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall, in the aggregate, be converted into and become one thousand validly issued, fully paid and nonassessable shares of common stock of the Surviving Entity.
Appears in 2 contracts
Samples: Merger Agreement (Ensco PLC), Merger Agreement (Pride International Inc)
Merger Sub Membership Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereofthereof or any other Person, the membership limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall, in the aggregate, shall be converted into and become one thousand a number of validly issued, fully paid and nonassessable shares Company Common Units equal to the number of common stock Company Common Units converted into the Merger Consideration pursuant to Section 2.1(b). Holdings as the holder of such Company Common Units at the Surviving EntityEffective Time continues as a Member.
Appears in 2 contracts
Samples: Merger Agreement (Transocean Ltd.), Agreement and Plan of Merger (Transocean Partners LLC)