Common use of Effect on Equity Interests Clause in Contracts

Effect on Equity Interests. (a) At the Effective Time, by virtue of the Merger and without any action on the part of TransCo, Merger Sub, ITC or the holders of any securities (or membership interests) of TransCo, Merger Sub or ITC, subject to Section 1.13, each TransCo Common Unit, other than any Cancelled Units, shall be converted into the right to receive one fully paid and nonassessable share of ITC Common Stock (the “Exchange Ratio”). The shares of ITC Common Stock to be issued upon the conversion of TransCo Common Units pursuant to this Section 1.09(a) and cash in lieu of fractional shares of ITC Common Stock to be paid as contemplated by Section 1.13 are referred to collectively as “Merger Consideration.” As of the Effective Time, all such TransCo Common Units shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and any holder of a certificate representing any such TransCo Common Units shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any dividends or other distributions payable pursuant to Section 1.11 upon surrender of such certificate, without interest. The issuance of ITC Common Stock in connection with the Merger is referred to as the “ITC Stock Issuance.” (b) Each TransCo Common Unit that is owned, directly or indirectly, by ITC or Merger Sub immediately prior to the Effective Time or held by TransCo immediately prior to the Effective Time (the “Cancelled Units”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each unit of common membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one common membership interest unit of the Surviving Company and shall constitute the only outstanding limited liability company membership interests of the Surviving Company. From and after the Effective Time, all certificates (if any) representing the common membership interests of Merger Sub shall be deemed for all purposes to represent the number of units of common membership interests of the Surviving Company into which they were converted in accordance with the immediately preceding sentence.

Effect on Equity Interests. (a) At the Initial Merger Effective Time, by virtue of the Initial Merger and without any further action on the part of TransCo, Merger Sub, ITC or the holders of any securities (or membership interests) of TransCoParent, Merger Sub Inc., the Company or ITC, subject to Section 1.13, each TransCo Common Unit, other than any Cancelled Units, shall be converted into the right to receive one fully paid and nonassessable share of ITC Common Stock (the “Exchange Ratio”). The shares of ITC Common Stock to be issued upon the conversion of TransCo Common Units pursuant to this Section 1.09(a) and cash in lieu of fractional shares of ITC Common Stock to be paid as contemplated by Section 1.13 are referred to collectively as “Merger Consideration.” As of the Effective Time, all such TransCo Common Units shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and any holder of a certificate representing any such TransCo Common Units shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any dividends or other distributions payable pursuant to Section 1.11 upon surrender of such certificate, without interest. The issuance of ITC Common Stock in connection with the Merger is referred to as the “ITC Stock Issuance.”capital stock thereof: (bi) Each TransCo Common Unit that is owned, directly or indirectly, by ITC or Merger Sub immediately prior to the Effective Time or held by TransCo immediately prior to the Effective Time (the “Cancelled Units”) shall, by virtue each share of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each unit of common membership interest capital stock of Merger Sub Inc. issued and outstanding immediately prior to the Initial Merger Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common membership interest unit stock, par value $0.01 per share, of the Initial Surviving Company Corporation and shall constitute the only outstanding limited liability company membership interests shares of capital stock of the Initial Surviving Company. From Corporation immediately following the Initial Merger Effective Time and after the Effective Time, all certificates (if any) representing the common membership interests stock of Merger Sub Inc. shall be deemed for all purposes to represent the number of units shares of common membership interests stock of the Initial Surviving Company Corporation into which they were converted in accordance with this clause (i); (ii) each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held immediately preceding sentence.prior to the Initial Merger Effective Time (A) by Parent, Artemis Holdings, Merger Sub Inc. or Merger Sub LLC or held in treasury by the Company shall be canceled and shall cease to exist and no consideration shall be delivered in exchange therefor, and (B) by any wholly-owned Subsidiary of Parent (other than Artemis Holdings, Merger Sub Inc. or Merger Sub LLC) or any wholly-owned Subsidiary of the Company shall automatically be converted into such number of shares of Parent Class A Common Stock equal to the Stock Election Consideration (the shares referenced in clause (A) and (B) collectively, the “Excluded Shares”); and (iii) subject to Section 1.6(c) and Section 1.6(d), each share of Company Common Stock issued and outstanding (other than Excluded Shares) immediately prior to the Initial Merger Effective Time shall be converted into the right to receive from Parent one of the following forms of consideration (such consideration, collectively, the “Merger Consideration”):

Effect on Equity Interests. (a) At the Effective Time, by virtue of the Merger and without any action on the part of TransCo, Merger Sub, ITC or the holders of any securities (or membership interests) of TransCo, Merger Sub or ITC, subject to Section 1.13, each TransCo Common Unit, other than any Cancelled Units, shall be converted into the right to receive one fully paid and nonassessable share of ITC Common Stock (the “Exchange Ratio”). The shares of ITC Common Stock to be issued upon the conversion of TransCo Common Units pursuant to this Section 1.09(a) and cash in lieu of fractional shares of ITC Common Stock to be paid as contemplated by Section 1.13 are referred to collectively as “Merger Consideration.” As of the Effective Time, all such TransCo Common Units shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and any holder of a certificate representing any such TransCo Common Units shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any dividends or other distributions payable pursuant to Section 1.11 upon surrender of such certificate, without interest. The issuance of ITC Common Stock in connection with the Merger is referred to as the “ITC Stock Issuance.” (b) Each TransCo Common Unit that is owned, directly or indirectly, by ITC or Merger Sub immediately prior to the Effective Time or held by TransCo immediately prior to the Effective Time (the “Cancelled Units”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereofCompany, each unit Buyer, Merger Sub or the holders of common membership interest any of the equity interests of Merger Sub issued or the Company: (i) all of the Units owned by Buyer or any of its Affiliates (as of immediately prior to the Closing, excluding, for the avoidance of doubt, the Blockers) shall be cancelled and shall cease to exist and no cash or other consideration shall be delivered or deliverable in exchange therefor; (ii) all of the Class A Units owned by the Blockers shall be converted into a like number of units of the Surviving Company; (iii) all of the Class A Units other than those described in Section 2.02(d)(i)-(ii) shall be cancelled and shall cease to exist and shall be converted into and represent the right of the Member holding such Class A Units to receive an amount in cash (without interest) equal to (A) such Member’s Aggregate Class A Closing Consideration as set forth on the Allocation Schedule, plus (B) any Additional Consideration that may become payable in respect of the Class A Units held by such Member (as of immediately prior to the Effective Time) and (C) subject to adjustment pursuant to the second sentence of Section 2.03; (iv) all of the Class B Units other than those described in Section 2.02(d)(i) shall be cancelled and shall cease to exist and shall be converted into and represent the right of the Member holding such Class B Units to receive an amount in cash (without interest) equal to (A) such Member’s Aggregate Class B Closing Consideration as set forth on the Allocation Schedule, plus (B) any Additional Consideration that may become payable in respect of the Class B Units held by such Member (as of immediately prior to the Effective Time) and (C) subject to adjustment pursuant to the second sentence of Section 2.03; and (v) all equity interests of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one common membership interest unit of the Surviving Company and shall constitute the only outstanding limited liability company membership interests of the Surviving Company. From and after the Effective Time, all certificates (if any) representing the common membership interests of Merger Sub shall be deemed for all purposes to represent the number of units of common membership equity interests of the Surviving Company into which they were converted in accordance with such that the immediately preceding sentenceequity interests of the Surviving Company held by Buyer and the Blockers will collectively equal 100% of the issued and outstanding equity interests of the Surviving Company at the Effective Time.

Effect on Equity Interests. (a) At the Effective Time, by virtue of the Merger and without any action on the part of TransCo, Merger Sub, ITC or the holders of any securities (or membership interests) of TransCo, Merger Sub or ITC, subject to Section 1.13, each TransCo Common Unit, other than any Cancelled Units, shall be converted into the right to receive one fully paid and nonassessable share of ITC Common Stock (the “Exchange Ratio”). The shares of ITC Common Stock to be issued upon the conversion of TransCo Common Units pursuant to this Section 1.09(a) and cash in lieu of fractional shares of ITC Common Stock to be paid as contemplated by Section 1.13 are referred to collectively as “Merger Consideration.” As of the Effective Time, all such TransCo Common Units shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and any holder of a certificate representing any such TransCo Common Units shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any dividends or other distributions payable pursuant to Section 1.11 upon surrender of such certificate, without interest. The issuance of ITC Common Stock in connection with the Merger is referred to as the “ITC Stock Issuance.” (b) Each TransCo Common Unit that is owned, directly or indirectly, by ITC or Merger Sub immediately prior to the Effective Time or held by TransCo immediately prior to the Effective Time (the “Cancelled Units”) shall, by By virtue of the Merger and without any action on the part of the holder thereofof any outstanding capital stock of the Company, at the Effective Time: (i) each issued and outstanding common share, no par value (the “Common Shares”), of the Company together with the related Series A Preferred Share, no par value (the “Series A Preferred Shares” and together with the Common Shares, the “Units”), of the Company (other than Units which are Dissenting Shares (as defined herein)) shall be converted into the right to receive the Merger Per Unit Amount (as defined herein) without any interest thereon; (ii) each issued and outstanding Series C Convertible Preferred Share, no par value (the “Series C Convertible Shares”), of the Company (other than Series C Convertible Shares which are Dissenting Shares) shall be converted into the right to receive the Merger Per Unit Amount without any interest thereon; and (iii) all such Units and Series C Convertible Shares shall, when so converted, no longer be outstanding and shall automatically be cancelled and retired retired. (b) By virtue of the Merger and shall cease to existwithout any action on the part of the holder of any Company Option (as defined herein), and no consideration each such option shall be delivered cancelled on the date following the Closing Date in exchange for a cash payment by the Company to be made on such cancellation date of an amount of cash equal to the product of (i) the number of Units subject to such option and retirement(ii) the difference between the Merger Per Unit Amount and the per Unit exercise price set forth in such option. (c) At the Effective Time, by By virtue of the Merger and without any action on the part of the holder thereof, each unit of common membership partnership interest of Merger (general or limited) in Acquisition Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become thereafter represent one common membership validly issued, fully paid and nonassessable partnership interest unit (general or limited) in the Surviving Entity, so that thereafter the owners of outstanding partnership interests in Buyer will continue to be the owners of the Surviving Company and shall constitute the only outstanding limited liability company membership partnership interests of in the Surviving Company. From and after the Effective Time, all certificates (if any) representing the common membership interests of Merger Sub shall be deemed for all purposes to represent the number of units of common membership interests of the Surviving Company into which they were converted in accordance with the immediately preceding sentenceEntity.

Effect on Equity Interests. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of TransCothe Company, Parent, on behalf of itself or in its capacity as the sole shareholder of Merger Sub, ITC or the holders of any securities (or membership interests) of TransCo, Merger Sub or ITCthe Company Shareholders: (a) Each Company Share held by the Company as treasury stock, subject by any wholly-owned Subsidiary of the Company or held directly by Parent or any Subsidiary of Parent (including Merger Sub) immediately prior to Section 1.13the Effective Time will no longer be outstanding and will automatically be canceled and retired and will cease to exist, each TransCo Common Unitand no consideration or payment will be delivered in exchange therefor or in respect thereof (such shares, “Canceled Shares”). (b) Each Class A Share and Class B Share issued and outstanding immediately prior to the Effective Time (other than any Cancelled UnitsCanceled Shares and Dissenting Shares) will be converted into the right to receive, shall in accordance with the terms of this Agreement, an amount in cash, without interest, equal to the portion of the Merger Consideration allocated in respect of such Class A Share or Class B Share in accordance with Allocation Schedule; provided that the aggregate cash paid to each holder of issued and outstanding Class A Shares or Class B Shares will be rounded to the nearest cent. Each Class A Share or Class B Share to be converted into the right to receive one fully paid and nonassessable share of ITC Common Stock (the “Exchange Ratio”). The shares of ITC Common Stock to be issued upon the conversion of TransCo Common Units pursuant to Merger Consideration as provided in this Section 1.09(a2.6(b) and cash in lieu of fractional shares of ITC Common Stock to be paid will, as contemplated by Section 1.13 are referred to collectively as “Merger Consideration.” As of the Effective Time, all such TransCo Common Units shall no longer be outstanding and shall will be automatically be cancelled canceled and retired and shall will cease to exist, and any holder the holders of a certificate representing any such TransCo Common Units shall Class A Share or Class B Share will cease to have any rights with respect thereto, except to such shares other than the right to receive the Merger Consideration and any dividends or other distributions payable pursuant to as provided in this Section 1.11 upon surrender of such certificate, without interest. The issuance of ITC Common Stock in connection with the Merger is referred to as the “ITC Stock Issuance.” (b) Each TransCo Common Unit that is owned, directly or indirectly, by ITC or Merger Sub immediately prior to the Effective Time or held by TransCo immediately prior to the Effective Time (the “Cancelled Units”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement2.6(b). (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each unit Each share of common membership interest stock, no par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will automatically be converted into and become one common membership interest unit validly issued, fully paid and nonassessable Class A Common Share of the Surviving Company and shall constitute the only outstanding limited liability company membership interests of the Surviving Company. From and after the Effective Time, all certificates (if any) representing the common membership interests of Merger Sub shall be deemed for all purposes to represent the number of units of common membership interests of the Surviving Company into which they were converted in accordance with the immediately preceding sentenceCorporation.

Effect on Equity Interests. (a) At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of TransCoParent, Merger SubSub I or the Company, ITC or the holders of any securities (shares of capital stock or membership interests) other equity interests of TransCoParent, Merger Sub I, or ITCthe Company: (i) Each unit of membership interest of M▇▇▇▇▇ Sub I issued and outstanding immediately prior to the First Merger Effective Time shall be converted into and become one (1) membership interest of the First Surviving Company, subject to Section 1.13which shall constitute one hundred percent (100%) of the outstanding equity of the First Surviving Company immediately following the First Merger Effective Time, each TransCo Common Unit, other than any Cancelled Units, and Parent shall continue as the sole member of the First Surviving Company. (ii) All issued and outstanding Company Interests shall be converted into the right to receive one fully paid receive, in the aggregate, (x) an amount in cash equal to the Cash Consideration and nonassessable share (y) 117,267,069 shares of ITC Parent Common Stock (the “Exchange RatioCommon Stock Consideration”). The shares of ITC Common Stock to be issued upon , in each case, allocated among the conversion of TransCo Common Units pursuant to this Section 1.09(aCompany Holders in accordance with the Capitalization Schedule. (b) and cash in lieu of fractional shares of ITC Common Stock to be paid as contemplated by Section 1.13 are referred to collectively as “Merger Consideration.” As of the First Merger Effective Time, all such TransCo Common Units shall the Company Interests will no longer be outstanding and shall automatically be cancelled and retired and shall will cease to exist, and any each holder of a certificate representing any such TransCo Common Units shall Company Interests will cease to have any rights with respect thereto, except the right to receive the Merger Consideration. For the purposes of this Agreement, the “Merger Consideration” shall mean the Cash Consideration and any dividends or other distributions payable pursuant to Section 1.11 upon surrender of such certificate, without interest. The issuance of ITC the Common Stock in connection with Consideration. (c) At the Merger is referred to as the “ITC Stock Issuance.” (b) Each TransCo Common Unit that is owned, directly or indirectly, by ITC or Merger Sub immediately prior to the Effective Time or held by TransCo immediately prior to the Effective Time (the “Cancelled Units”) shallTime, by virtue of the Second Merger and without any action on the part of Parent, Merger Sub II or the holder thereofFirst Surviving Company, be cancelled or the holders of any shares of capital stock or other equity interests of Parent, Merger Sub II, or the First Surviving Company: (i) Each unit of membership interest in Merger Sub II issued and retired outstanding immediately prior to the Merger Effective Time shall remain outstanding as an identical membership interest in the Surviving Company and shall cease collectively constitute one hundred percent (100%) of the outstanding equity of the Surviving Company, and Parent shall continue as the sole member of the Surviving Company. (ii) Each unit of membership interest of the First Surviving Company issued and outstanding immediately prior to exist, the Merger Effective Time shall thereupon be automatically cancelled and no consideration shall be delivered in exchange for such cancellation and retirementtherefor. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each unit of common membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one common membership interest unit of the Surviving Company and shall constitute the only outstanding limited liability company membership interests of the Surviving Company. From and after the Effective Time, all certificates (if any) representing the common membership interests of Merger Sub shall be deemed for all purposes to represent the number of units of common membership interests of the Surviving Company into which they were converted in accordance with the immediately preceding sentence.