Common use of Effect on Units Clause in Contracts

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 limited liability company interests of ▇▇▇▇▇▇ Holdco Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become limited liability company interests of the ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Holdco Surviving Company. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the number of outstanding shares of Parent Common Stock shall occur as a result of any stock split (including a reverse stock split) or combination, or any stock dividend or stock distribution (including any dividend or distribution of securities convertible into or exchangeable for shares of Parent Common Stock) is declared with a record date during such period, then the Aggregate Merger Consideration, the Aggregate Heron Consideration, the Aggregate Oaktree Consideration, and the Aggregate ▇▇▇▇▇▇ Consideration and any other provisions hereunder that reference a fixed number of shares of Parent Common Stock shall be equitably adjusted to reflect such change; provided, however, that the Per Share Price shall be subject to adjustment pursuant to this Section 3.1(d) until the Subject Shares Release Date.

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 The Poseidon Units issued and outstanding immediately prior to the Effective Time shall, by virtue of the Oaktree Holdco Poseidon Merger and without any action on the part of Oaktree Holdco GSL, Poseidon Merger Sub, Parent, the Oaktree Poseidon Holdco or the holder holders thereof, be converted into the right to receive, with respect to each holder of Oaktree Poseidon Units immediately prior to the Effective Time, such holder’s Per Oaktree Seller Poseidon Unitholder 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 Poseidon 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 Poseidon Units immediately prior to the Effective Time to receive the Per Oaktree Seller Poseidon Unitholder Merger Consideration, together with any amounts to which such holder is entitled pursuant to Section 3.4 and Section 8.3. (b) Each ▇▇▇▇▇▇ Unit The K&T Units issued and outstanding immediately prior to the Effective Time shall, by virtue of the ▇▇▇▇▇▇ Holdco K&T Merger and without any action on the part of ▇▇▇▇▇▇ Holdco K&T Merger Sub, ParentGSL, the ▇▇▇▇▇▇ K&T Holdco or the holder holders thereof, be converted into the right to receive receive, with respect to each holder of K&T Units immediately prior to the Effective Time, such holder’s Per ▇▇▇▇▇▇ Unit K&T Unitholder 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 ▇▇▇▇▇▇ K&T 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 K&T Units immediately prior to the Effective Time to receive the Per ▇▇▇▇▇▇ Unit K&T Unitholder Merger Consideration, together with any amounts to which such holder is entitled pursuant to Section 3.4 and Section 8.3. (c) All Incentive Units of each Company issued and outstanding immediately prior to the Effective Time shall, by virtue of the Mergers and without any action on the part of GSL, Merger Subs, the Companies or the holders thereof, be cancelled for no consideration. Anmani Consulting Inc., by its execution of this Agreement, hereby agrees to the foregoing treatment of the Incentive Units held by it in each Company. (d) The limited liability company interests of Oaktree Holdco Poseidon Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become limited liability company interests of the Oaktree Holdco Poseidon 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 Poseidon Surviving Company. The limited liability company interests of ▇▇▇▇▇▇ Holdco K&T Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become limited liability company interests of the ▇▇▇▇▇▇ Holdco K&T 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 ▇▇▇▇▇▇ Holdco K&T Surviving Company. (de) If at any time during Notwithstanding the period foregoing, if, between the date of this Agreement and the Effective Time, any change in the number of outstanding shares of Parent Class A Common Stock or Series C Preferred Stock shall occur as have changed into a result different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split (including a reverse stock split) or combination, or any stock dividend or stock distribution (including any dividend or distribution of securities convertible into or exchangeable for shares of Parent Common Stock) is declared with a record date during such period, then the Aggregate Merger Considerationcombination then, the Aggregate Heron Consideration, the Aggregate Oaktree Consideration, and the Aggregate ▇▇▇▇▇▇ Per Poseidon Unitholder Merger Consideration and any other provisions hereunder that reference a fixed number of shares of Parent Common Stock Per K&T Unitholder Merger Consideration shall be equitably correspondingly adjusted in an equitable manner to reflect such change; providedstock dividend, howeversubdivision, that the Per Share Price shall be subject to adjustment pursuant to this Section 3.1(d) until the Subject Shares Release Datereclassification, recapitalization, split or stock combination.

Effect on Units. At (i) As of the Effective Time, by virtue of the Merger Merger, and without any further action on by any Person, all Units (other than 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: (aUnvested Restricted Units) 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 each Securityholder who holds such Units shall thereafter represent only cease to have any rights with respect thereto, except the right to receive (i) the Closing Consideration attributable thereto (which, for the avoidance of doubt, may vary depending on the class of such Unit including, with respect to Vested Restricted Units, each holder as a result of Oaktree Units immediately prior the Strike Price applicable to such Vested Restricted Unit) as set forth in the Allocation Schedule and payment shall be paid by or on behalf of Buyer through the Payment Agent to the Effective Time Securityholders in accordance with Section 2.5, and (ii) any portion of any Additional Payment attributable thereto, in each case to receive be paid to the Per Oaktree Seller Merger Considerationholder thereof in accordance with the terms of this Agreement; provided, together with that notwithstanding anything to the contrary herein, no consideration shall be payable hereunder in respect of any amounts to which Units unless and until the holder thereof shall have properly completed, executed and delivered a Letter of Transmittal in respect of such holder is entitled pursuant to Section 3.4 and Section 8.3Units. (bii) Each ▇▇▇▇▇▇ Unit issued and outstanding immediately prior to As of the Effective Time shallTime, by virtue of the ▇▇▇▇▇▇ Holdco Merger, and without any further action by any Person each Unvested Restricted Unit shall be canceled, terminated and shall cease to exist as of the Effective Time, and no payment shall be made with respect thereto. The Buyer Parties shall not assume any Restricted Units or substitute new awards therefor in connection with the transactions contemplated by this Agreement. At the Effective Time, each Restricted Unit shall be cancelled and terminated, and the Company shall take all actions necessary prior to the Closing to effect such cancellation and termination. (iii) As of the Effective Time, by virtue of the Merger and without any action on the part of ▇▇▇▇▇▇ Holdco Merger Subany holder thereof or any Party, 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 each unit 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 issued and outstanding as of immediately prior to the Effective Time shall be converted into one (1) fully paid and become limited liability company interests non-assessable unit 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 limited liability company interests of ▇▇▇▇▇▇ Holdco Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become limited liability company interests of the ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Holdco Surviving Company. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the number of outstanding shares of Parent Common Stock shall occur as a result of any stock split (including a reverse stock split) or combination, or any stock dividend or stock distribution (including any dividend or distribution of securities convertible into or exchangeable for shares of Parent Common Stock) is declared with a record date during such period, then the Aggregate Merger Consideration, the Aggregate Heron Consideration, the Aggregate Oaktree Consideration, and the Aggregate ▇▇▇▇▇▇ Consideration and any other provisions hereunder that reference a fixed number of shares of Parent Common Stock shall be equitably adjusted to reflect such change; provided, however, that the Per Share Price shall be subject to adjustment pursuant to this Section 3.1(d) until the Subject Shares Release Date.