Effect of the Merger on the Shares Sample Clauses

The "Effect of the Merger on the Shares" clause defines how the shares of the merging companies will be treated as a result of the merger. Typically, this clause specifies whether existing shares will be converted into shares of the new or surviving entity, exchanged for cash, or cancelled altogether. For example, shareholders might receive a set number of new shares for each old share they own, or be paid a fixed amount per share. The core function of this clause is to provide clarity and certainty to shareholders and the parties involved regarding the fate of their equity interests following the merger, thereby preventing disputes and misunderstandings.
Effect of the Merger on the Shares of Beneficial Interest of the Acquired Fund and the shares of Acquiring Fund Common Stock 3.1 Conversion of Acquired Fund Common Shares. Conversion of Acquired Fund Common Shares. Subject to the terms and conditions contained herein, at the Effective Time, each Acquired Fund Common Share issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action by the Acquired Fund, the Acquiring Fund, the holder of such share or any other person, be converted into and exchanged for one fully paid and nonassessable share of Acquiring Fund Common Stock and each fractional Acquired Fund Common Share issued and outstanding immediately prior to the Effective Time will likewise be converted into an equivalent fractional share of Acquired Fund Common Stock.
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Effect of the Merger on the Shares of Beneficial Interest of the Acquired Fund and the shares of Acquiring Fund Common Stock 3.1 Conversion of Acquired Fund Common Shares and Acquired Fund VMTP Shares.
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Effect of the Merger on the Shares. At the effective time, each Share issued and outstanding immediately prior to the effective time (other than Shares (i) irrevocably accepted for purchase by Purchaser in the Offer, (ii) owned by the Company (including as treasury stock) or owned by any direct or indirect wholly-owned subsidiary of the Company, in each case immediately prior to the effective time, (iii) owned by Parent or Purchaser or any direct or indirect wholly-owned subsidiary of Parent or (iv) that are held by a holder who is entitled to demand appraisal and has demanded properly the appraisal for such Shares in accordance with the DGCL, will be cancelled and automatically converted into the right to receive the Offer Price (without interest and less any applicable withholding taxes) in cash (which we refer to as the “Merger Consideration”). Shares described in clauses (i), (ii) and (iii) above, which we refer to as “Excluded Shares,” will be cancelled at the effective time and will not be exchangeable for the Merger Consideration. ▇▇▇▇▇▇ described in clause (iv), which we refer to as “Dissenting Shares,” will entitle their holders only to the rights granted to them under Section 262 of the DGCL (as further described in Section 16 — “Certain Legal Matters; Regulatory Approvals — Dissenters’ Rights”). At the effective time, each share of capital stock of Purchaser issued and outstanding immediately before the effective time will be converted into and become one (1) fully paid and non-assessable share of common stock of the surviving corporation and will constitute the only outstanding shares of the surviving corporation. Prior to the expiration of the Offer, Parent will (i) appoint a bank or trust company, reasonably acceptable to the Company, to act as agent (the “Paying Agent”) for the purpose of effecting payments to the holders of Shares entitled to receive the Merger Consideration pursuant to the Merger Agreement, and (ii) enter into a paying agent agreement, in customary form and substance reasonably acceptable to the Company, with such Paying Agent for the receipt and payment of such aggregate Merger Consideration in accordance with the Merger Agreement. Parent will be responsible for all expenses of the Paying Agent. Immediately prior to or at the effective time, Parent will deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Shares issued and outstanding immediately prior to the effective time (other than any Excluded Shares and any Restr...
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Effect of the Merger on the Shares. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or any Stockholder:
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Related to Effect of the Merger on the Shares

  • Effect of the Merger At the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

  • Effect of the Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or any holder of any securities of Parent, Merger Sub or the Company:

  • Effect of the Mergers (a) At the Initial Company Merger Effective Time, the Initial Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporation. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.

  • Effect of the Merger on Capital Stock Exchange of Certificates Equity-Based Awards

  • 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.