Effect of Merger on Securities Sample Clauses

Effect of Merger on Securities. (a) The following terms shall have the following respective meanings:
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Effect of Merger on Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Fund Merger Sub, the Fund, IESI or the holders of any of the following securities, and in consideration of the other agreements set forth or referred to herein: 2.2.17.1. Each issued and outstanding Fund Merger Sub common share immediately prior to the Effective Time will be converted into and will become a fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation (the “IESI Common Shares”). 2.2.17.2. Each issued and outstanding share of Class A Voting Common Stock, par value $0.01 per share, of IESI (“Class A Shares”) immediately prior to the Effective Time will be converted into and will become a number of shares of Participating Preferred Stock, par value $0.01 per share of the Surviving Corporation (“Participating Preferred Shares”) equal to the quotient of (i) the product of the applicable Unit Percentage and the Share Pool Number over (ii) the number of Class A Shares outstanding immediately prior to the Effective Time (the “Class A Consideration”), a portion of which equal to the product of (A) the Class A Consideration and (B) the quotient of the number of Closing Escrow Shares over the aggregate number of shares of Participating Preferred Stock issued pursuant to this Section 2.2.17 in connection with the Merger (the amount determined in clause (B), the “Escrow Percentage” and such shares, the “Class A Escrow Shares”) shall be held by IESI for release to the Owners or transfer and cancellation in accordance with Article VI. 2.2.17.3. Each issued and outstanding share of Class B Nonvoting Common Stock, par value $0.01 per share, of IESI (“Class B Shares”) immediately prior to the Effective Time will be converted into and will become a number of Participating Preferred Shares equal to the quotient of (i) the product of the applicable Unit Percentage and the Share Pool Number over (ii) the number of Class B Shares outstanding immediately prior to the Effective Time (the “Class B Consideration”), a portion of which equal to the product of (A) the Class B Consideration and (B) the Escrow Percentage (the “Class B Escrow Shares”) shall be held by IESI for release to the Owners or transfer and cancellation in accordance with Article VI. 2.2.17.4. Each issued and outstanding share of Series A Convertible Preferred Stock, par value $1.00 per share, of IESI (“Series A Preferred Shares”) immediately prior to the Effective Time...
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Effect of Merger on Securities 
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Related to Effect of Merger on Securities

  • Effect of Merger on Capital Stock At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or the shareholders: (a) each share of the Common Stock issued and outstanding immediately prior thereto shall be converted into one fully paid and nonassessable share of CIST common stock (“CIST Common Stock”), with the same rights, powers and privileges as the shares of Common Stock so converted, and all shares of such Common Stock shall be cancelled and retired and shall cease to exist. (b) all outstanding and unexercised portions of all option, warrant and security exercisable or convertible by its terms into Common Stock (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “Company Stock Option”) shall be assumed by CIST and shall be deemed to constitute an option, warrant or convertible security, as the case may be, to acquire the same number of shares of CIST Common Stock as the holder of such Company Stock Option would have been entitled to receive had such holder exercised or converted such Company Stock Option in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time), at the same exercise price per share, and shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other material terms and conditions (continuous employment with the Company will be credited to an optionee for purposes of determining the vesting of the number of shares of the Common Stock subject to exercise under an assumed option at the Effective Time). As soon as practicable after the Effective Time, CIST shall deliver to each holder of a Company Stock Option an option, warrant or convertible security, as the case may be, in CIST, and shall take all steps to ensure that a sufficient number of shares of CIST Common Stock is reserved for the exercise of such Company Stock Options for each share of CIST Common Stock so reserved as of the Effective Time. (c) No fractional shares of the Common Stock will be issued in connection with the Merger. (d) Each share of CIST Common Stock owned by the Company shall no longer be outstanding and shall be cancelled and retired and shall cease to exist.

  • Effect of Merger (a) At the effective time of the certificate of merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) A merger or consolidation effected pursuant to this Article shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) At the effective time of the conversion: (i) the Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in its prior organizational form; (ii) all rights, title, and interests to all real estate and other property owned by the Partnership shall continue to be owned by the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon; (iii) all liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its new organizational form without impairment or diminution by reason of the conversion; (iv) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities and obligations and may be pursued by such creditors and obligees as if the conversion did not occur; (v) a proceeding pending by or against the Partnership or by or against any of Partners in their capacities as such may be continued by or against the converted entity in its new organizational form and by or against the prior Partners without any need for substitution of parties; and (vi) the Partnership Interests that are to be converted into partnership interests, shares, evidences of ownership, or other securities in the converted entity as provided in the plan of conversion shall be so converted, and Partners shall be entitled only to the rights provided in the Plan of Conversion.

  • Effects of Merger The Merger shall have the effects provided in this Agreement and as set forth in the DGCL.

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.