Common use of Effect on Interests Clause in Contracts

Effect on Interests. (a) At the Effective Time, each unit of limited liability company interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of the holder thereof be converted into and thereafter evidence one (1) validly issued, fully paid and nonassessable unit of limited liability company interest of the Surviving Entity (collectively, “Surviving Entity Interests”). (b) At the Effective Time, the KRATON Interests issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of the holder thereof be converted into and thereafter evidence the right to receive the Merger Consideration as set forth in Section 2.3. Each KRATON Interest issued and outstanding immediately prior to the Effective Time, when converted in accordance with this Section 2.2(b), shall no longer be outstanding and shall automatically be canceled and shall cease to exist. (c) At the Effective Time, each holder of KRATON Interests shall cease to have any rights with respect to the KRATON Interests, except the right to receive cash payable in accordance with Section 2.3. Payment of the Merger Consideration pursuant to Section 2.3 shall be deemed to have been paid in full satisfaction of all rights pertaining to the KRATON Interests converted in the Merger in accordance with Section 2.2(b).