Cancellation and Conversion of Membership Interests and Class A Shares Sample Clauses

Cancellation and Conversion of Membership Interests and Class A Shares. At and as of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, and as further described in the Plan of Merger: (i) Each membership interest represented by one (1) Class A membership unit of Gold Energy (as defined in Section 2.12) that was issued and outstanding on the books and records of Gold Energy immediately prior to the Effective Time shall be converted into (A) One Thousand Five Hundred (1,500) fully paid and nonassessable shares of Class A common stock Class A common stock and (B) $500 in cash for aggregate cash consideration of $1,050,000; and (ii) Each membership interest represented by one (1) Class B membership unit of Gold Energy (as defined in Section 4.08) that was issued and outstanding on the books and records of Gold Energy immediately prior to the Effective Time shall be converted into Two Hundred Fifty (250) fully paid and nonassessable shares of Class A common stock; and (iii) As a result of the foregoing conversion, the 2,100 Class A membership units and all Class B membership units of Gold Energy that were issued and outstanding on the books and records of Gold Energy immediately prior to the Effective Time shall be converted into the right to receive an aggregate of: (A) 3,150,000 shares of Class A common stock in respect of the Class A units of Gold Energy; (B) $1,050,000 in cash and (C) up to 5,000,000 shares of Class A common stock in respect of the Class B units of Gold Energy, subject to Section 4.08; and (iv) The 100% membership interest of Acquisition Subsidiary held by US BioEnergy shall be converted into a 100% membership interest of Gold Energy, such that US BioEnergy shall become and be the holder of 100% of the membership interests of Gold Energy; and (v) All shares of US BioEnergy held by Acquisition Subsidiary which were outstanding prior to the Effective Time shall be canceled; and (vi) The voting rights of each member of Gold Energy in Gold Energy shall terminate, and US BioEnergy shall become and be the sole member of Gold Energy and shall be entitled to all of the rights, benefits, and duties of and as the sole member as provided in the Gold Energy Articles and Gold Energy Operating Agreement.
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Cancellation and Conversion of Membership Interests and Class A Shares. At and as of the Effective Time, by virtue of the Merger and confirmation of the Agreement Regarding Plan of Reorganization dated May 3, 2005 by and between Gopher State, Granite Falls Energy, LLC, a Minnesota limited liability company, and Acquisition Subsidiary (“Plan of Reorganization”), and without any action on the part of the holder thereof: (a) Equity Interests of the Gopher State. By virtue of the Plan of Reorganization all outstanding Membership Interests in Gopher State (as defined by Gopher State’s Amended and Restated Operating Agreement dated July 20, 1999) immediately prior to the Effective Time, shall be canceled and shall cease to exist and the owners and/or holders of any Membership Interest shall have no further rights or interest in Gopher State other then as set forth in the Plan of Reorganization; and
Sample 1
Cancellation and Conversion of Membership Interests and Class A Shares. At and as of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, and as further described in the Plan of Merger: (i) Each membership interest represented by one (1) membership unit of Superior Corn, which was issued and outstanding on the books and records of Superior Corn immediately prior to the Effective Time, shall be converted into twenty-five hundred (2,500) fully paid and nonassessable shares of Class A common stock of US BioEnergy, $0.01 par value per share, such that the 600 membership units of Superior Corn which were outstanding prior to the Merger shall be converted into 1,500,000 shares of Class A common stock of US BioEnergy; and (ii) The 100% membership interest of Acquisition Subsidiary held by US BioEnergy shall be converted into a 100% membership interest of Superior Corn, such that US BioEnergy shall become and be the holder of 100% of the membership interests of Superior Corn; and (iii) All shares of US BioEnergy held by Acquisition Subsidiary which were outstanding prior to the Effective Time shall be canceled; and (iv) The voting rights of each member of Superior Corn in Superior Corn shall terminate, and US BioEnergy shall become and be the sole member of Superior Corn and shall be entitled to all of the rights, benefits, and duties of and as the sole member as provided in the Superior Corn Articles and Superior Corn Operating Agreement.
Sample 1
Cancellation and Conversion of Membership Interests and Class A Shares. At and as of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, and as further described in the Plan of Merger: (i) Each membership interest represented by one (1) membership unit of PVFE that was issued and outstanding on the books and records of PVFE immediately prior to the Effective Time shall be converted into the right to receive (paragraphs (A), (B), and (C) being referred to collectively as the “Merger Consideration”): (A) Eighty-Eight Thousand Two Hundred Forty (88,240) shares of Class A common stock, $0.01 par value of US BioEnergy (“Class A common stock”); (B) Seventy-Eight Thousand Four Hundred Thirty-Six Dollars ($78,436.00); and (C) Sixty-Eight Thousand Six Hundred Thirty-One and 43/100 Dollars ($68,631.43) in respect of the Additional Consideration, as defined in and subject to the provisions of Section 6.03; provided that each fraction of a membership interest represented by less than one (1) membership unit of PVFE shall be converted into the right to receive the same fractional portion of the Merger Consideration, rounded down to the nearest whole share of Class A common stock in the case of the Class A common stock portion of the Merger Consideration and rounded down to the nearest pxxxx in the case of the cash portion of the Merger Consideration, including the Additional Consideration; and (ii) As a result of the foregoing conversion, the 509.97041 membership units of PVFE that were issued and outstanding on the books and records of PVFE immediately prior to the Effective Time shall be converted into the right to receive an aggregate of: (A) 44,999,981 shares of Class A common stock; (B) $40,000,038 in cash; and (C) the Additional Consideration, as defined in and subject to the provisions of Section 6.03; (iii) The 100% membership interest of Acquisition Subsidiary held by US BioEnergy shall be converted into a 100% membership interest of PVFE, such that US BioEnergy shall become and be the holder of 100% of the membership interests of PVFE; and (iv) All shares of US BioEnergy held by Acquisition Subsidiary which were outstanding prior to the Effective Time shall be canceled; and (v) The voting rights of each member of PVFE in PVFE shall terminate, and US BioEnergy shall become and be the sole member of PVFE and shall be entitled to all of the rights, benefits, and duties of and as the sole member as provided in the PVFE Articles and PVFE Operating Agreement.
Sample 1

Related to Cancellation and Conversion of Membership Interests and Class A Shares

  • Redemption of Partnership Interests of Ineligible Holders (a) If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within the period of time specified in Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is not an Ineligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows: (i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited Partner, at such Limited Partner’s last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon redemption of the Redeemable Interests (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender of the Certificate evidencing the Redeemable Interests) and that on and after the date fixed for redemption no further allocations or distributions to which such Limited Partner would otherwise be entitled in respect of the Redeemable Interests will accrue or be made. (ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date. (iii) The Limited Partner or such Limited Partner’s duly authorized representative shall be entitled to receive the payment for the Redeemable Interests at the place of payment specified in the notice of redemption on the redemption date (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender by or on behalf of the Limited Partner or transferee at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank). (iv) After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests. (b) The provisions of this Section 4.10 shall also be applicable to Limited Partner Interests held by a Limited Partner as nominee, agent or representative of a Person determined to be an Ineligible Holder. (c) Nothing in this Section 4.10 shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before the redemption date if such transfer is otherwise permitted under this Agreement and the transferor provides notice of such transfer to the General Partner. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to the satisfaction of the General Partner that such transferee is not an Ineligible Holder. If the transferee fails to make such certification within 30 days after the request and, in any event, before the redemption date, such redemption shall be effected from the transferee on the original redemption date.

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows: (i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited Partner or Assignee, at his last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon surrender of the Certificate evidencing the Redeemable Interests and that on and after the date fixed for redemption no further allocations or distributions to which the Limited Partner or Assignee would otherwise be entitled in respect of the Redeemable Interests will accrue or be made. (ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, in the discretion of the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 10% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date. (iii) Upon surrender by or on behalf of the Limited Partner or Assignee, at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank, the Limited Partner or Assignee or his duly authorized representative shall be entitled to receive the payment therefor. (iv) After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests. (b) The provisions of this Section 4.10 shall also be applicable to Limited Partner Interests held by a Limited Partner or Assignee as nominee of a Person determined to be other than an Eligible Citizen. (c) Nothing in this Section 4.10 shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to the satisfaction of the General Partner in a Citizenship Certification delivered in connection with the Transfer Application that he is an Eligible Citizen. If the transferee fails to make such certification, such redemption shall be effected from the transferee on the original redemption date.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than any Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares (as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 22,700,649 shares of Parent Common Stock (including Indemnification Escrow Shares (as defined below) and Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.5(b), shall be issuable to the stockholders of record of the Company immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) Notwithstanding the foregoing, as of the Closing Date, the Company Stockholders shall be entitled to receive immediately only 98% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a) (the “Initial Shares”), pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing; and the remaining 2% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a), rounded up or down to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Indemnification Escrow Shares”), shall be deposited in escrow pursuant to the Indemnification Escrow Agreement and shall be held and released in accordance with the terms of the Indemnification Escrow Agreement. (c) The Parent shall deliver certificates for the Initial Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. (d) Each issued and outstanding share of common stock, par value $.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Delivery of Conversion Shares Upon Conversion Not later than three (3) Trading Days after the Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder the Conversion Shares.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

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