Effect on Units. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, any Equityholder or any other Person:
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. 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:
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 ARTICLE III
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.
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.
Effect on Units. At the Effective Time, as consideration for its agreement to surrender the Units and to approve the Merger, Stanford and W&R shall receive that amount of Shares determined by multiplying the number of Units held by Stanford and W&R by 1 (the “Conversion Ratio”). Each share of common stock, par value $.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become 1,000 membership interests representing one hundred percent (100%) of the outstanding equity interests of the Surviving Entity.
Effect on Units. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:
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 Holdco, Parent, Merger Sub or the holders of any of the securities of any of the foregoing:
