Company Membership Interests. Each unit of membership interests of the Company issued and outstanding immediately prior to the Effective Time (other than (1) Company Units held by the Company in treasury, (2) Company Units held by REG or any Affiliate of REG, and (3) Company Units owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (each, an “Excluded Unit” and collectively, “Excluded Units”)) shall be converted into the right to receive 0.4479 shares of Parent Common Stock (the “Common Stock Per Unit Closing Merger Consideration”) and 0.0088 shares of Parent Preferred Stock (the “Preferred Stock Per Unit Closing Merger Consideration”) with those certain preferred rights and designations as set forth in the Series A Preferred Stock Certificate of Designation, a copy of which is attached hereto as Exhibit C.
Company Membership Interests. Each holder of Company Membership Interests shall receive Merger Consideration equal to ______ shares of Compass Common Stock for each 1% of Company Membership Interests held immediately prior to the Effective Time.
Company Membership Interests. (i) Purchaser shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser the Company Membership Interests.
Company Membership Interests. All equity interests of any kind or nature in the Company issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive cash in an amount for each Company Member as determined by the Company’s Limited Liability Company Agreement, as set forth on Exhibit A hereto.
Company Membership Interests. All of the issued and outstanding Company Membership Interests are owned by the Members and Owners and in the amounts as listed in Schedule 2.1(c) of the Company Disclosure Schedule as of the date hereof and as of the Closing except as such amounts and ownership may be modified to account for the issuance of membership interests in the Company to Xxxxxxx and Xxxxxxxxx pursuant to Section 4.1(b)(v). Except for the Company Operating Agreement, the Company has not granted to any Person any rights (including without limitation proxy rights or options with respect to any Company Membership Interests) and the Company is not a party to or the subject of any membership agreement, voting trust or other agreement or understanding with respect to such Company Membership Interests.
Company Membership Interests. An assignment of the Company Membership Interests duly executed in a form acceptable to Parent for the transfer of the Company Membership Interests on the books of the Company.
Company Membership Interests. As of the date hereof, the only Company Membership Interests issued and outstanding are those owned by the Members party hereto, all of which are owned by the Members in the amounts and percentages set forth on Table 1 annexed hereto. None of the outstanding Company Membership Interests were issued in violation of the preemptive or other rights of any Members or other person or entity.
Company Membership Interests. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the respective shareholders or members thereof, each Company Membership Interest issued and outstanding as of immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive, subject to the terms set forth in Section 2.06 (a) , without surrender of the certificate, if any, representing such Company Membership Interest, the Merger Consideration.
Company Membership Interests. Each Member shall deliver to Drilling on the Closing Date evidence of the Company Membership Interests owned by the Member ("COMPANY CERTIFICATES"), if any, along with duly executed assignments of such Company Certificates, in order to effectively vest in Drilling all right, title and interest in and to the Company Membership Interests owned by the Member. From time to time after the Closing Date, and without further consideration, the Member will execute and deliver such other instruments of transfer and take such other actions as Drilling may reasonably request in order to more effectively transfer to Drilling the securities intended to be transferred hereunder.
Company Membership Interests. Each holder of Company Membership Interests shall receive Merger Consideration equal to ______ shares
