Common use of Effect on Equity Interests Clause in Contracts

Effect on Equity Interests. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, the following will occur: (a) Each membership interest of Merger Sub issued and outstanding immediately before the Effective Time will be converted into one membership interest of the Surviving Entity, which will be the only membership interest of the Surviving Entity issued and outstanding immediately after the Effective Time. (b) Each Membership Interest owned directly or indirectly by the Company, Parent or Merger Sub, if any, will cease to exist and cease to be outstanding and will be canceled and no consideration will be paid or delivered in exchange therefor. (c) Membership Interests issued and outstanding immediately before the Effective Time (other than any Membership Interest described in Section 1.6(b), which Membership Interest is subject to the terms of such Section) will cease to exist and cease to be outstanding and will be canceled, and each holder thereof will thereafter be entitled to receive with respect to each of such holder’s share of the Merger Consideration, upon and subject to the terms herein.

Effect on Equity Interests. At the First Effective Time, by virtue of the First Merger and without any action on the part of the holders thereof, the following will occur: (a) Each membership interest of Merger Sub issued and outstanding immediately before the First Effective Time will be converted into one membership interest of the First Surviving Entity, which will be the only membership interest of the First Surviving Entity issued and outstanding immediately after the First Effective Time. (b) Each Membership Interest owned directly or indirectly by the Company, Parent Parent, Merger Sub, or Merger SubSub 2, if any, will cease to exist and cease to be outstanding and will be canceled and no consideration will be paid or delivered in exchange therefor. (c) Membership Interests issued and outstanding immediately before the First Effective Time (other than any Membership Interest described in Section 1.6(b1.11(b), which Membership Interest is subject to the terms of such Section) will cease to exist and cease to be outstanding and will be canceled, and each holder thereof will thereafter be entitled to receive with respect to each of such holder’s share of the Merger Consideration, upon and subject to the terms herein.