Company Units. Hereafter until the Expiration Time, on every action or approval by written consent of the partners of Company LP with respect to any of the following matters, whether contemplated now or at any time prior to the Expiration Time, and at every meeting of the partners of Company LP called with respect to any of the following matters, and at every adjournment or postponement thereof, each Stockholder shall, or shall cause the holder of record on any applicable record date to (including via proxy), vote the Company Units and any New Company Units: (i) in favor of the Partnership Merger; (ii) in favor of any amendment to the Company LP Agreement proposed to facilitate the Partnership Merger or the other transactions contemplated by the Merger Agreement; and (iii) against (a) any action or agreement that would reasonably be expected to result in any condition to the consummation of the Mergers set forth in Article VII of the Merger Agreement not being fulfilled, and (b) any action which could reasonably be expected to impede, interfere with, materially delay, materially postpone or materially adversely affect consummation of the transactions contemplated by the Merger Agreement.
Company Units. At the Effective Time, each then-outstanding and unvested restricted stock unit, deferred stock unit, performance-based restricted stock unit or similar right held by an individual who will continue in service at the Effective Time, in each case representing a right to receive one Share, whether or not granted under the Company Stock Plans (a “Company Unit”), including each “performance share award” denominated in Company Units, will be assumed by Parent (such Company Unit, an “Assumed Unit”) and converted into the right to receive, if as and when the Assumed Unit would otherwise have vested (taking into account, and without modification, any acceleration of vesting under the applicable award agreement or other Contract with the award holder), that number of shares of Parent Common Stock equal to the product obtained by multiplying (x) the number of Shares subject to such Assumed Unit immediately prior to the Effective Time by (y) $8.15 divided by the Average Parent Closing Price (rounded down to the nearest whole share). Any Company Unit that is vested at the Effective Time (taking into account any acceleration of vesting under the applicable award agreement or other Contract with the award holder), but as to which the underlying Share has not been issued by the Effective Time, will be issued as of immediately prior to the Effective Time and will be treated as outstanding Company Common Stock for purposes of Section 2.1 and Section 2.2, and shall receive the Merger Consideration as provided in Article II, subject to applicable tax withholding.
Company Units. At the Effective Time, all Company Units issued and outstanding immediately prior to the Effective Time (other than the Company Units described in Section 1.10(b) below) will be cancelled and automatically deemed for all purposes to represent the right to receive the Merger Consideration (as it may be adjusted after the Closing pursuant to Section 1.16) with each Seller receiving its Pro Rata Share. As of the Effective Time, each holder of Company Units shall cease to have any other rights with respect to the Company Units, except as otherwise required under applicable Law.
Company Units. At the Effective Time, each outstanding Share Equivalent Unit (each a “Company Unit”) under the Stock Plans, to the extent then unvested, shall vest in full upon the Effective Time (in accordance with the terms of the Stock Plans as amended immediately prior to the date hereof in accordance with Section 6.10(c)), and each Company Unit shall be converted into an obligation to pay the holder thereof an amount in cash equal to the product of (x) the total number of Shares subject to such Company Unit immediately prior to the Effective Time times (y) the Per Share Merger Consideration. Such obligation shall be payable in accordance with and at the time set forth under the terms of the agreement, plan or arrangement relating to such Company Unit (or, if earlier, on the death of the holder thereof) and, prior to the time of payment, such unpaid amounts shall be credited with interest at the applicable federal rate at the Closing provided for in Section 1274(d) of the Code compounded semiannually, and such payments when paid will be subject to withholding of applicable Taxes required to be withheld.
Company Units. At the Second Effective Time, all of the issued and outstanding Company Units shall be converted automatically into shares of Pubco Common Stock equal to the Closing Share Consideration as well as the contingent right to receive the Level 1 Earnout Consideration and the Level 2 Earnout Consideration, following which, all Company Units shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of certificates previously evidencing Company Units outstanding immediately prior to the Second Effective Time shall cease to have any rights with respect to such equity interests, except as provided herein or by Law. Each certificate previously evidencing Company Units shall be exchanged for a certificate (if requested) representing the holder’s pro rata share of the Closing Share Consideration upon the surrender of such certificate in accordance with this Section 1.15. Each certificate formerly representing Company Units shall thereafter represent only the right to receive the holder’s pro rata share of the Closing Share Consideration as well as a contingent right to receive its pro rata share of the Level 1 Earnout Consideration and the Level 2 Earnout Consideration.
Company Units. (i) Each of the Company’s Class A units (“Class A Units”), Class B units (“Class B Units”) and Class C units (“Class C Units” and, together with the Class A Units and Class B Units, “Units”) issued and outstanding immediately prior to the Effective Time, other than any Units to be canceled pursuant to Section 1.6(b), will be canceled and extinguished and automatically converted (subject to Section 1.6(d)) into the right to receive, respectively, the Class A Per Unit Consideration, the Class B Per Unit Consideration or the Class C Per Unit Consideration (together with the Class A Per Unit Consideration and the Class B Per Unit Consideration, the “Per Unit Consideration”) upon surrender of the certificate representing such Unit in the manner provided in Section 1.7.
(ii) The applicable Per Unit Consideration to be paid in exchange for each Unit as provided in Section 1.6(a)(i) shall include shares of common stock of Parent, par value $0.01 per share (“Parent Common Stock”) and/or cash (“Cash Consideration”) as provided on Exhibit A hereto.
Company Units. The Company is authorized to sell and issue Company Units. Each “Company Unit” represents a voting interest in the Company and is entitled to (A) allocations of Profits and Losses of the Company and Distributions of Distributable Cash of the Company as declared in accordance with this Agreement, and (B) one (1) vote on all matters to be voted upon by the Member(s) of the Company.
Company Units. At the Effective Time, by virtue of the Company Merger and without any action on the part of any Party, all the Company Units that are issued and outstanding immediately prior to the Effective Time (other than Cancelled Equity Interests) shall, at the Effective Time, be cancelled, shall cease to exist and shall no longer be outstanding and, upon such Company Unitholder’s execution of a Company Unitholder Letter of Transmittal, shall be converted into the right to receive (and upon such conversion pursuant to this Section 3.1(c)(ii) shall have no further rights with respect thereto):
(A) With respect to any Company Class A Units held by a Company Unitholder other than the Buyer: (1) in the aggregate with respect to all such Company Class A Units held by such Company Unitholder, the right to receive the Company Class A Unitholder Merger Consideration, (2) a portion of the distributions based on such Company Unitholder’s respective Pro Rata Percentage of the Equityholder Representative Expense Account (if any), and (3) any cash in lieu of any fractional share (clauses (1) through (3) collectively, the “Total Individual Company Class A Unitholder Merger Consideration”);
(B) With respect to any Company Class B Units, whether vested or unvested (assuming all applicable performance based vesting criteria are met) held by a Company Unitholder other than the Buyer: (1) in the aggregate with respect to all such Company Class B Units held by such Company Unitholder, the right to receive the Company Class B Unitholder Merger Consideration, (2) a portion of the distributions based on such Company Unitholder’s respective Pro Rata Percentage of the Equityholder Representative Expense Account (if any), and (3) any cash in lieu of any fractional share (clauses (1) through (3) collectively, the “Total Individual Company Class B Unitholder Merger Consideration”); and
(C) With respect to any Company Units held by the Buyer: (1) the Pro Forma Buyer Common Units, less the Contribution Common Units, (2) the Pro Forma Buyer Series 1 RCUs and (3) the Pro Forma Buyer Series 2 RCUs.
Company Units. 7.01 Units.
(a) Limited liability company interests in the Company shall be represented by Units. At the execution of this Agreement, the Units are comprised of four Classes:
Company Units. For purposes of Sections 3.01 and 3.02 hereof, each Company Unit which is outstanding under the Company Deferred Compensation Plan immediately prior to the Effective Time shall be treated as an outstanding share of Company Common Stock. At the time that the Exchange Agent provides holders of Company Common Stock an Election Form pursuant to Section 3.02(a), the Company agrees to provide a comparable form to the holders of Company Units in order to permit them to make elections pursuant thereto by the Election Deadline with respect to the manner of conversion of their Company Units pursuant to the terms of the Company Deferred Compensation Plan and this Agreement.
