Effect on Units Clause Samples
The "Effect on Units" clause defines how certain events, actions, or changes impact the status, use, or availability of specific units—such as apartments, offices, or other divisible spaces—within a property or project. In practice, this clause may specify what happens to a unit if a lease is terminated, if a unit is damaged, or if ownership changes hands, detailing whether the unit remains available, is withdrawn, or is subject to other conditions. Its core function is to provide clarity and predictability regarding the treatment of individual units in response to contractual or situational changes, thereby reducing disputes and ensuring all parties understand the consequences for the affected units.
Effect on Units. At the Effective Time, by virtue of the Merger and without any action on the part of the Oceanbulk Holdcos, Parent, Merger Subs or the holder of any limited liability company interests of either Oceanbulk Holdco or Merger Sub:
(a) Each Oaktree Unit issued and outstanding immediately prior to the Effective Time shall, by virtue of the Oaktree Holdco Merger and without any action on the part of Oaktree Holdco Merger Sub, Parent, the Oaktree Holdco or the holder thereof, be converted into the right to receive, with respect to each holder of Oaktree Units immediately prior to the Effective Time, such holder’s Per Oaktree Seller Merger Consideration, less any applicable withholding Taxes, together with any amounts to which such holder is entitled pursuant to Section 3.4 and Section 8.3. As of the Effective Time, all such Oaktree Units shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right of each holder of Oaktree Units immediately prior to the Effective Time to receive the Per Oaktree Seller Merger Consideration, together with any amounts to which such holder is entitled pursuant to Section 3.4 and Section 8.3.
(b) Each ▇▇▇▇▇▇ Unit issued and outstanding immediately prior to the Effective Time shall, by virtue of the ▇▇▇▇▇▇ Holdco Merger and without any action on the part of ▇▇▇▇▇▇ Holdco Merger Sub, Parent, the ▇▇▇▇▇▇ Holdco or the holder thereof, be converted into the right to receive the Per ▇▇▇▇▇▇ Unit Merger Consideration, less any applicable withholding Taxes, together with any amounts to which such holder is entitled pursuant to Section 3.4 and Section 8.3. As of the Effective Time, all such ▇▇▇▇▇▇ Units shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Per ▇▇▇▇▇▇ Unit Merger Consideration, together with any amounts to which such holder is entitled pursuant to Section 3.4 and Section 8.3.
(c) The limited liability company interests of Oaktree Holdco Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become limited liability company interests of the Oaktree Holdco Surviving Company with the same rights, powers and privileges as the limited liability company interests so converted and shall constitute the only outstanding limited liability company interests of the Oaktree Holdco Surviving Company. The limite...
Effect on Units. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror or Merger Sub, or any holder of Units in the capital of, Acquiror or Merger Sub, each of the following shall occur:
Effect on Units. Section 2.1 Effect of Merger 3 Section 2.2 Exchange of Certificates; Payment of Common Merger Consideration, Class A Consideration and Class B Consideration 6 Section 2.3 Adjustments 11 Section 2.4 Tax Characterization of Merger and Cash Received 12 Section 2.5 No Dissenters’ Rights 12
Effect on Units. At the Effective Time:
(a) The Company Units issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders thereof, be converted into the right of Seller to receive (i) the Merger Consideration (including any cash to be paid in lieu of fractional shares of Common Stock), and (ii) any amounts to which Seller is entitled pursuant to Section 1.10. As of the Effective Time, all such Company Units shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right of Seller immediately prior to the Effective Time to receive the Merger Consideration, together with any amounts to which Seller is entitled pursuant to Section 1.10.
(b) The limited liability company interests of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become limited liability company interests of the Surviving Company with the same rights, powers and privileges as the limited liability company interests so converted and shall constitute the only outstanding limited liability company interests of the Surviving Company.
(c) Notwithstanding the foregoing, if, between the date of this Agreement and the Effective Time, the outstanding shares of Common Stock shall have changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split or stock combination then, the Merger Consideration shall be correspondingly adjusted in an equitable manner to reflect such stock dividend, subdivision, reclassification, recapitalization, split or stock combination.
Effect on Units. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the equityholders of any of the foregoing:
Effect on Units. (a) As of the Effective Time, each IDS separated in connection with the tender of Notes pursuant to the Debt Tender Offer shall entitle the holder thereof to receive (i) for the underlying Company Common Share, the Merger Consideration as provided in Section 2.01(c), (ii) for the underlying Note (or portion thereof) accepted for payment in the Debt Tender Offer, the Debt Tender Consideration and (iii) for the underlying Note (or portion thereof) not accepted for payment in the Debt Tender Offer, a new Subordinated Note of the Surviving Corporation representing the amount thereof which will remain outstanding.
(b) As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any IDS, each issued and outstanding IDS that has not been separated in connection with the tender of Notes pursuant to the Debt Tender Offer shall be converted into an IDS of the Surviving Corporation consisting of the right to receive the Merger Consideration (in accordance with Section 2.01(c)) and one Subordinated Note of the Surviving Corporation. After the Effective Time, in order to receive the Merger Consideration for each Company Common Share underlying an IDS that has not be separated in connection with the tender of Notes pursuant to the Debt Tender, the holder must surrender such IDS for separation and the underlying Common Shares as described in Section 2.02.
Effect on Units. As of the Effective Time, by virtue of the Merger and without any further action on the part of the Partnership, Tiptree or holders of any units of limited partnership interest (“Units”) of the Partnership, (a) the general partnership interest in the Partnership, which is owned entirely by Tiptree, shall, at the Effective Time, automatically be canceled and no payment shall be made with respect thereto; and (b) each Unit that is issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, automatically be converted into the right to receive (i) 2.798 validly issued, fully paid and non-assessable shares of Class A common stock, par value $0.001 per share, of Tiptree (“Common Stock”), rounded up or down to the nearest whole number of shares of Common Stock, without interest, and (ii) a warrant to purchase shares of Common Stock at an exercise price of $11.33 per share, such warrant in substantially the form of Exhibit A hereto (a “2018 Warrant”).
Effect on Units. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, THP or the holders of any equity interests of any of the foregoing, the books and records of THP will be closed and thereafter no further transfers of any of the equity securities will be reflected therein and:
(i) all of the equity securities that are owned by THP or any of its Subsidiaries shall be cancelled and shall cease to exist and no cash or other consideration shall be delivered or deliverable in exchange therefor. Any other equity securities of THP outstanding as of immediately prior to the Effective Time and not specifically addressed by the subclauses of this Section 2.01(j) shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor;
(ii) all of the Units that are owned by Blocker I shall remain issued and outstanding and no cash or other consideration shall be delivered or deliverable in exchange therefor (other than the Blocker I Seller’s right to its applicable portion (as set forth on the Closing Date Payment Schedule) of (x) any disbursements in respect of Blocker I Stock (if any) from the funds held in the Blocker I Adjustment Escrow Account and other payments from Buyer if and when made in accordance with Section 2.07(d) (Post-Closing Adjustment), (y) the Specified Escrow Amount in accordance with Article XIII, and (z) any disbursements in respect of Blocker I Stock (if any) from the funds held in the Sellers’ Holdback if and when made in accordance with Section 14.01(e));
(iii) all of the Units that are owned by Blocker II shall remain issued and outstanding and no cash or other consideration shall be delivered or deliverable in exchange therefor (other than the Blocker II Seller’s right to its applicable portion (as set forth on the Closing Date Payment Schedule) of (x) any disbursements in respect of Blocker II Stock (if any) from the funds held in the Blocker II Adjustment Escrow Account and other payments from Buyer if and when made in accordance with Section 2.07(d) (Post-Closing Adjustment), (y) the Specified Escrow Amount in accordance with Article XIII, and (z) any disbursements in respect of Blocker II Stock (if any) from the funds held in the Sellers’ Holdback if and when made in accordance with Section 14.01(e));
(iv) all of the Units that are owned by any THP Seller shall, with respect to such THP Seller, be automatically converted into the right to receive: (A) an...
Effect on Units. (a) As of the Effective Time, by virtue of the Debt Tender Offer, the Consent Solicitation and the Merger, each IDS shall be automatically separated and shall entitle the holder thereof to receive (i) for the underlying Company Common Share, the Merger Consideration as provided in Section 2.01(c), (ii) for the underlying Note (or portion thereof) accepted for payment in the Debt Tender Offer, the Debt Tender Consideration and (iii) for the underlying Note (or portion thereof) not accepted for payment in the Debt Tender Offer, a new Subordinated Note of the Surviving Corporation representing the amount thereof which will remain outstanding.
(b) [Reserved].
2. Article III of the Merger Agreement is hereby amended to include the following provisions as new Sections 3.20 and 3.21:
Effect on Units. As of the Effective Time, all Units shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders immediately prior to the Effective Time of Units shall cease to have any rights with respect thereto (other than any rights provided in this Agreement), except for the right to receive the applicable consideration to be paid in consideration therefor as set forth in this Section 2.01 in accordance with this Agreement (subject, in each case, to any applicable withholding tax as provided in Section 3.01(f)). No holder of Units shall be entitled to any “appraisal rights”, “dissenter’s rights” or any similar rights under the DLLCA or any other applicable Law.