Common use of Effect of Merger on Merger Sub and Pubco Capital Shares Clause in Contracts

Effect of Merger on Merger Sub and Pubco Capital Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any equityholder of Purchaser, Pubco or Merger Sub: (a) all of the shares of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of common stock of the Surviving Corporation, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (b) all of the shares of Pubco issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof or payment therefor.

Appears in 2 contracts

Samples: Business Combination Agreement (Proficient Alpha Acquisition Corp), Business Combination Agreement (Proficient Alpha Acquisition Corp)

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Effect of Merger on Merger Sub and Pubco Capital Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or any equityholder of PurchaserDMAC, Pubco or Merger Sub: , (a) all of the shares of Merger Sub Common Stock issued and outstanding immediately prior to the Merger Effective Time shall be converted into an equal number of shares of common stock of the Surviving Corporation, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (b) all of the shares of Pubco issued and outstanding immediately prior to the Merger Effective Time shall be canceled and extinguished without any conversion thereof or payment therefor.

Appears in 1 contract

Samples: Business Combination Agreement (Deep Medicine Acquisition Corp.)

Effect of Merger on Merger Sub and Pubco Capital Shares. At the Effective Time, by virtue of or in connection with the Merger and without any action on the part of any Party or any equityholder equity holders of the Purchaser, Pubco or Merger Sub: (a) all of the shares of Merger Sub Common Stock Ordinary Shares issued and outstanding immediately prior to the Effective Time shall be converted into an equal number of ordinary shares of common stock of the Surviving CorporationCompany, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany; and (b) all of the shares of Pubco issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof or payment therefor.

Appears in 1 contract

Samples: Business Combination Agreement (East Stone Acquisition Corp)

Effect of Merger on Merger Sub and Pubco Capital Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of any equityholder capital shares of Purchaser, Pubco or Merger Sub: (a) all of the shares of Merger Sub Common Stock Ordinary Shares issued and outstanding immediately prior to the Effective Time shall be converted into an equal number of ordinary shares of common stock of the Surviving CorporationCompany, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of share capital stock of the Surviving CorporationCompany; and (b) all of the shares of Pubco issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof or payment therefor.

Appears in 1 contract

Samples: Business Combination Agreement (Twelve Seas Investment Co)

Effect of Merger on Merger Sub and Pubco Capital Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party or any equityholder of PurchaserJWAC, Pubco or Merger Sub: , (a) all of the shares of Merger Sub Common Stock issued and outstanding immediately prior to the Merger Effective Time shall be converted into an equal number of shares of common stock of the Surviving Corporation, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (b) all of the shares of Pubco issued and outstanding immediately prior to the Merger Effective Time shall be canceled and extinguished without any conversion thereof or payment therefor.

Appears in 1 contract

Samples: Business Combination Agreement (Jupiter Wellness Acquisition Corp.)

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Effect of Merger on Merger Sub and Pubco Capital Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of any equityholder shares of capital stock of Purchaser, Pubco or Merger Sub: (a) all of the shares of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into an equal number of shares of common stock of the Surviving Corporation, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (b) all of the shares of Pubco issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof or payment therefor.

Appears in 1 contract

Samples: Business Combination Agreement (Draper Oakwood Technology Acquisition Inc.)

Effect of Merger on Merger Sub and Pubco Capital Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any equityholder of Purchaser, Pubco or Merger Sub: (a) all of the shares of Merger Sub Common Stock Ordinary Shares issued and outstanding immediately prior to the Effective Time shall be converted into an equal number of ordinary shares of common stock of the Surviving CorporationCompany, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving CorporationCompany; and (b) all of the shares of Pubco issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof or payment therefor.

Appears in 1 contract

Samples: Business Combination Agreement (East Stone Acquisition Corp)

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