Effect on Capital Stock Clause Samples

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Parent or Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

Effect on Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares of capital stock of the Company, the following shall occur:

Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Common Stock or Series B Stock (as hereinafter defined) or any shares of capital stock of MergerCo: (a) Each share of common stock, par value $.01 per share, of MergerCo (the "MergerCo Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation (the "Surviving Corporation Common Stock") following the Merger. (b) Each share of Common Stock that is owned by the Company, or by any wholly owned Subsidiary (as defined in Section 10.2) of the Company or by MergerCo shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (c) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company, any of its wholly owned Subsidiaries or MergerCo and Dissenting Shares (as defined in Section 3.2)) shall be converted into the right to receive $22.00 per share, net to the seller in cash, payable to the holder thereof, without any interest thereon (the "Merger Consideration"), upon surrender and exchange of the Certificate (as hereinafter defined) representing such share of Common Stock. (d) Each share of Series B Preferred Stock, par value $1.00 per share, of the Company (the "Series B Stock") issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company or any of its wholly owned Subsidiaries) shall be converted into one fully paid and nonassessable share of Surviving Corporation Common Stock following the Merger. (e) All shares of Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate (as hereinafter defined) previously evidencing such shares shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.1, shall only represent the right to ...

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. Subject to the provisions of this Agreement: (a) immediately prior to the Effective Time, each share of Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall automatically convert into a number of shares of Company Common Stock in accordance with Section 6(b)(2) of the Certificate of Designations. All of the shares of Company Preferred Stock converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities; (b) at the Effective Time, by virtue of the Merger and without any action on the part of any Acquiror Stockholder, each share of Company Common Stock (including shares of Company Common Stock resulting from the conversion of Company Preferred Stock described in Section 3.01(a)) that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares), shall thereupon be converted into, and the holder of such share of Company Common Stock shall be entitled to receive, (1) the number of shares of Acquiror Common Stock equal to the Exchange Ratio (the “Per Share Merger Consideration”), (2) a number of shares of Acquiror Common Stock issuable pursuant to Section 3.06(a), if any, and (3) a number of shares of Acquiror Common Stock issuable pursuant to Section 3.06(b), if any. All of the shares of Company Common Stock converted into the right to receive the Per Share Merger Consideration pursuant to this Section 3.01(b) shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the Per Share Merger Consideration into which such shares of Company Common Stock shall have been converted in the Merger; (c) at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Company and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Company as of immediately following the Effective Time; and (...

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of shares of Common Stock or any other shares of capital stock of Company or Merger Sub: (a) Common Stock of Merger Sub. Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Effect on Capital Stock. At the Effective Time, as a result ----------------------- of the Merger and without any action on the part of the holders of any shares of capital stock of the Company or Merger Sub: (a) Merger Consideration. Each share of Common Stock, par value $0.10 -------------------- per share, of the Company (each, a "Share" and, collectively, the "Shares") ----- ------ issued and outstanding immediately prior to the Effective Time (other than (x) Shares purchased in the Offer or otherwise owned by Parent, Merger Sub or any other direct or indirect Subsidiary of Parent (collectively, the "Parent ------ Companies"), (y) Shares that are owned by the Company or any direct or indirect --------- Subsidiary of the Company and in each case not held on behalf of third parties, or (z) Shares ("Dissenting Shares") that are owned by shareholders ("Dissenting ----------------- ---------- Shareholders") that have properly exercised appraisal rights pursuant to ------------ Sections 1701.84 et seq. of the OGCL (collectively, "Excluded Shares")) shall be -- --- --------------- converted into, and become exchangeable for the right to receive (i) 1.394 (the "Exchange Ratio") fully paid and non-assessable shares of Common Stock, $.01 par -------------- value per share, of Parent (the "Parent Common Stock"); provided, however, that ------------------- -------- ------- if the aggregate number of Shares accepted for payment and paid for pursuant to the Offer and purchased from WMX pursuant to the Repurchase Agreement is less than 19,168,381 Shares (the "Cash Share Number") (the number of Shares so paid ----------------- for and purchased being referred to herein as the "Purchased Share Number"), ---------------------- then the Exchange Ratio shall be adjusted (the "Adjusted Exchange Ratio") and ----------------------- shall be equal to the product obtained by multiplying the Exchange Ratio by a fraction, (A) the numerator of which is equal to (x) the number of Shares issued and outstanding immediately prior to the Effective Time (excluding Excluded Shares other than Dissenting Shares) (the "Final Outstanding Number") plus (y) ------------------------ the Purchased Share Number minus (z) the Cash Share Number and (B) the denominator of which is the Final Outstanding Number and (ii) if the Exchange Ratio has been adjusted pursuant to the immediately preceding proviso, an amount in cash equal to a fraction, (A) the numerator of which is the product of $11.50 and the amount by which the Ca...

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of TCB, HBI, Merger Sub or any holder of record of the following securities: (a) Each share of common stock, par value $1.00 per share, of TCB (“TCB Stock”), outstanding prior to the Effective Time shall remain one validly issued, fully paid and nonassessable share of TCB Stock after the Effective Time. (b) Except for the Cancelled Shares and Dissenting Shares, each share of common stock, par value $1.00 per share, of HBI (the “HBI Stock”) that is issued and outstanding immediately prior to the Effective Time (“HBI Stock Outstanding”) (i) that is held by a Qualified Shareholder shall cease to be outstanding and shall automatically be converted into and become the right to receive, without interest, a number of shares of TCB Common Stock equal to the quotient obtained by dividing the Stock Consideration by the HBI Stock Outstanding (the “Exchange Ratio”), and (ii) that is held by a Non-Qualified Shareholder shall cease to be outstanding and shall automatically be converted into and become the right to receive, without interest, an amount in cash equal to the product of $21.53 multiplied by the Exchange Ratio (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”). (c) No certificates representing a fractional share shall be issued by TCB. In lieu of any fractional share, each holder of HBI Stock entitled to a fractional share, upon surrender of such shares of HBI Stock, shall be entitled to receive from TCB an amount in cash (without interest), payable in accordance with Section 1.06, rounded to the nearest cent, determined by multiplying the fractional share by $21.53. (d) All shares of HBI Stock to be converted into the right to receive the Merger Consideration pursuant to this Section 1.05 shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of HBI Stock shall thereafter cease to have any rights with respect to such shares of HBI Stock, except the right to receive the Merger Consideration. (e) Any shares of HBI Stock that are owned immediately prior to the Effective Time by HBI, TCB or their respective Subsidiaries (other than (i) shares of HBI Stock held, directly or indirectly, in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity that are beneficia...