Cay Merger Consideration Clause Samples

Cay Merger Consideration. (a) The aggregate consideration (the “Cay Merger Consideration”) to be paid or reserved for issuance by Parent, Key and the Merger Sub in the Mergers to the Members shall be (1) 21,666,667 fully paid and non-assessable shares of common stock of Parent, par value $0.001 per share (the “Parent Common Stock”), and (2) 5,000,000 shares of Parent Common Stock which shall be deposited in and subject to the Escrow created and established pursuant to Section 1.13 (such shares to be deposited in the Escrow shall sometimes be referred to as the “Escrow Shares”). (b) At the Effective Time, each Company Membership Interest (as defined below) held by a Member immediately prior to the Effective Time shall, by virtue of the Mergers, and without any action on the part of such Member, be converted automatically into and become the aggregate of the Cay Merger Consideration and shall be allocated among the Members as set forth on Schedule 1.6(a) (which Schedule shall be amended from time to time to reflect the addition of any new Members to the Company and which final Schedule shall be delivered at least one week prior to Closing). (c) From and after the Effective Time, all membership interests of the Company, (together, “Company Membership Interests”) (other than any Company Membership Interests to be canceled and retired pursuant to Section 1.6(e)) shall be deemed canceled and shall cease to exist, and each holder of a Company Membership Interest shall cease to have any rights with respect thereto except as set forth herein or under applicable law. (d) As soon as practicable after the Effective Time, Parent shall furnish one or more certificates representing the prescribed number of shares of Parent Common Stock to the Members in accordance with Section 1.12 hereof. (e) Immediately prior to the Effective Time, each Company Membership Interest owned by Key, Parent or any direct or indirect wholly owned Subsidiary (as defined in Section 2.2(a)) of Key, Parent or the Company, shall be canceled and extinguished without any conversion thereof or payment therefor. (f) All shares of Parent Common Stock issued upon the surrender for exchange of Company Membership Interests in accordance with the terms of this Article I shall be deemed to have been issued in full satisfaction of all rights pertaining to such Company Membership Interests under this Article I. If, after the Effective Time, certificates representing Company Membership Interests are presented to Key, Parent or Cay Surv...