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. 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. The Members own of record and beneficially all of the Company Membership Interests, free and clear of any mortgages, pledges, liens, encumbrances, charges, restrictions on transfer (other than any restrictions under the Securities Act), Taxes, security interests, purchase rights, contracts, commitments, equities, claims, demands, rights of first refusal or first offer, voting agreements or other limitations. The Members are not a party to any purchase right, or other contract or commitment that could require the Members to sell, transfer or otherwise dispose of the Company Membership Interests or any other membership interests in Company (other than this Agreement). The Members are not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any membership interests in Company.
Company Membership Interests. The membership interest of the Company issued and outstanding immediately prior to the Merger 2 Effective Time shall automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange thereafter.
Company Membership Interests. Each issued and outstanding Company Membership Interest (other than the Rollover Interests) shall be converted automatically into, and thereafter represent, the right to receive, and the holder of such Company Membership Interest shall be entitled to receive the Company Merger Consideration, as shall be set forth on a schedule to be delivered to SPAC by the Company at least five (5) days prior to the Closing Date (the “Conversion Spreadsheet”).
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. 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. Such Contributing Member has good and valid title to the Company Membership Interests owned by him, her or it as set forth in Schedule 2.2 hereto, free and clear of any claims, liens, security interests, options, charges, adverse claims and interests of others whatsoever. Upon delivery to Holdings at the Initial Closing of the certificate or certificates of interest or other instruments, if any, issued by the Company and evidencing the Company Membership Interests owned by such Contributing Member, duly endorsed by such Contributing Member for transfer to Holdings, Holdings will obtain good and valid title to such Company Membership Interests, fits and clear of any claims, liens, security interests, options, charges, adverse claims and interests of others whatsoever. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting, dividend right or disposition of such Contributing Member's Company Membership Interests. Neither the Contributing Member nor, to the Contributing Member's knowledge, the Company has any obligation, absolute or contingent, to any other person or entity to issue, sell or otherwise dispose of any Company Membership Interests or to effect any merger, consolidation, reorganization or other business combination of the Company or any Subsidiary or to enter into any agreement with respect thereto.
Company Membership Interests. (i) Purchaser shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser the Company Membership Interests.
(ii) The purchase price for the Company Membership Interests shall be $774,000,000 (the “Purchase Price”), subject to Section 2.4.
