Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e): (i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; and (ii) a number of MAMP Shares equal to 1.36314 for each 0.0001% Class B Company Interest; and (iii) a number of MAMP Shares equal to 0.42301 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down). (b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable. (c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest. (d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity. (e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration. (f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made. (g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
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Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) a number of OP Units equal to 2.21644 for each 0.0001% Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; andInterest;
(ii) a number of MAMP Shares OP Units equal to 1.36314 1.39109 for each 0.0001% Class B Company Interest; and
(iii) a number each of MAMP Shares equal to 0.42301 for each 0.0001% the Class C Company InterestInterests shall be cancelled without consideration. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares OP Units shall be issued in connection with the Merger and all fractional MAMP Shares OP Units that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares OP Units (with 0.5 or greater of a MAMP Share an OP Unit rounded up and less than 0.5 of a MAMP Share an OP Unit rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock or OP Units outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock OP Units to be issued hereunder in connection with the Merger is 884,144 shares of MAMP Common Stock 1,090,833 OP Units as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following a number of OP Units equal to 1,115.425 for each 0.50% Company Interest (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; and
(ii) a number of MAMP Shares equal to 1.36314 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares OP Units shall be issued in connection with the Merger and all fractional MAMP Shares OP Units that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares OP Units (with 0.5 or greater of a MAMP Share an OP Unit rounded up and less than 0.5 of a MAMP Share an OP Unit rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock or OP Units outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock OP Units to be issued hereunder in connection with the Merger is 884,144 shares of MAMP Common Stock 223,085 OP Units as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) either (A) for each Class A Member that has previously elected to receive MAMP Shares in connection with the Merger, a number of MAMP Shares equal to 7,271.40 shares, or (B) for each Class A Member that has previously elected to receive cash in connection with the Merger, an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; and;
(ii) a number of MAMP Shares equal to 1.36314 4.56517 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 2.22952 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 3,399,696 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) either (A) for each Class A Member that has previously elected to receive MAMP Shares in connection with the Merger, a number of MAMP Shares equal to 7,271.50 shares, or (B) for each Class A Member that has previously elected to receive cash in connection with the Merger, an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; and;
(ii) a number of MAMP Shares equal to 1.36314 4.28609 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 1.38629 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 2,822,379 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) for each Class A Company Interest representing a capital contribution by For the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under Interest, a preferred membership interest in the operating agreement Surviving Company equal to 1.0% of all membership interests in the Surviving Company through (the date immediately prior to the Closing; and“Preferred Membership Interest”);
(ii) a number of MAMP Shares equal to 1.36314 4.74878 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 0.81197 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity, other than the Preferred Membership Interest.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 2,752,570 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000), (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; and
(ii) a number of MAMP Shares OP Units equal to 1.36314 1.0 for each 0.000150.0% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares OP Units shall be issued in connection with the Merger and all fractional MAMP Shares OP Units that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares OP Units (with 0.5 or greater of a MAMP Share an OP Unit rounded up and less than 0.5 of a MAMP Share an OP Unit rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock or OP Units outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock OP Units to be issued hereunder in connection with the Merger is 884,144 shares of MAMP Common Stock 2 OP Units as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) either (A) for each Class A Member that has previously elected to receive MAMP Shares in connection with the Merger, a number of MAMP Shares equal to 7,271.40 shares, or (B) for each Class A Member that has previously elected to receive cash in connection with the Merger, an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; and;
(ii) a number of MAMP Shares equal to 1.36314 2.50234 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 0.08493 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 1,317,055 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following a number of OP Units equal to 1,433.823 for each 0.25% Company Interest (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; and
(ii) a number of MAMP Shares equal to 1.36314 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares OP Units shall be issued in connection with the Merger and all fractional MAMP Shares OP Units that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares OP Units (with 0.5 or greater of a MAMP Share an OP Unit rounded up and less than 0.5 of a MAMP Share an OP Unit rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock or OP Units outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock OP Units to be issued hereunder in connection with the Merger is 884,144 shares of MAMP Common Stock 573,529 OP Units as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) either (A) for each Class A Member that has previously elected to receive MAMP Shares in connection with the Merger, a number of MAMP Shares equal to 8,143.833 shares, or (B) for each Class A Member that has previously elected to receive cash in connection with the Merger, an amount in cash equal to $25,00028,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company from April 1, 2019 through the date immediately prior to the Closing; and;
(ii) a number of MAMP Shares equal to 1.36314 4.09207 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 .03674 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 2,092,659 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) a number of MAMP Shares equal to 3.39282 for each 0.0001% Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the ClosingInterest; and
(ii) a number of MAMP Shares equal to 1.36314 2.14842 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 2,770,619 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; and;
(ii) a number of MAMP Shares equal to 1.36314 4.07866 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 0.95063 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 2,489,497 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) either (A) for each Class A Member that has previously elected to receive MAMP Shares in connection with the Merger, a number of MAMP Shares equal to 7,271.40 shares, or (B) for each Class A Member that has previously elected to receive cash in connection with the Merger, an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; and;
(ii) a number of MAMP Shares equal to 1.36314 5.98371 for each 0.0001% Class B Company Interest; and;
(iii) a number of MAMP Shares equal to 0.42301 2.1802 for each 0.0001% Class C Company Interest; and
(iv) the 0.5% Company Interest held by BSV Hollinswood TFS LLC shall be cancelled for no consideration. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 4,113,857 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) a number of MAMP Shares equal to 2.89676 for each 0.0001% Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; andInterest;
(ii) a number of MAMP Shares equal to 1.36314 1.5354 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 2.216 for each 0.0001% Class C membership interest owned by each of Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx in connection with the distribution by BSV to each of Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx of its 0.5% membership interest in the Company InterestSubsidiary (in accordance with Schedule 1.7). For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 2,216,060 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) a number of MAMP Shares equal to 2.61676 for each 0.0001% Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the ClosingInterest; and
(ii) a number of MAMP Shares equal to 1.36314 0.88126 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 1,749,013 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000), (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; and
(ii) a number of MAMP Shares OP Units equal to 1.36314 8,294.24 for each 0.00011.0% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares OP Units shall be issued in connection with the Merger and all fractional MAMP Shares OP Units that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares OP Units (with 0.5 or greater of a MAMP Share an OP Unit rounded up and less than 0.5 of a MAMP Share an OP Unit rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock or OP Units outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock OP Units to be issued hereunder in connection with the Merger is 884,144 shares of MAMP Common Stock 829,424 OP Units as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) a number of MAMP Shares equal to 1.71155 for each 0.0001% Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the ClosingInterest; and
(ii) a number of MAMP Shares equal to 1.36314 0.73892 for each 0.0001% Class B Company Interest; and
(iii) a number of 18,473 MAMP Shares equal to 0.42301 the Class C Member for each 0.0001its 2.50% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 1,225,235 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following a number of OP Units equal to 3,422.81 for each 0.50% Company Interest (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) for each Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the Closing; and
(ii) a number of MAMP Shares equal to 1.36314 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares OP Units shall be issued in connection with the Merger and all fractional MAMP Shares OP Units that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares OP Units (with 0.5 or greater of a MAMP Share an OP Unit rounded up and less than 0.5 of a MAMP Share an OP Unit rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock or OP Units outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock OP Units to be issued hereunder in connection with the Merger is 884,144 shares of MAMP Common Stock 684,562 OP Units as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
Appears in 1 contract
Consideration and Exchange of Equity. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of Company Interests (each such holder, a “Former Member”) or any of the Parties, the Company Interests held by each Former Member that are issued and outstanding as of immediately prior to the Effective Time shall be automatically converted into the right to receive the following (the resulting amount, each Former Member’s “Merger Consideration”), in each case, subject to adjustment as set forth in Section 1.4(e):
(i) a number of MAMP Shares equal to 2.79796 for each 0.0001% Class A Company Interest representing a capital contribution by the applicable Class A Member (in their capacity as such) of $25,000, (x) an amount in cash equal to $25,000, without interest, plus (y) an amount in cash, without interest, equal to any accrued but unpaid preferred return owing to any Class A Member in respect of such Class A Member’s Class A Company Interest under the operating agreement of the Company through the date immediately prior to the ClosingInterest; and
(ii) a number of MAMP Shares equal to 1.36314 1.65994 for each 0.0001% Class B Company Interest; and
(iii) a number of MAMP Shares equal to 0.42301 for each 0.0001% Class C Company Interest. For purposes of this Section 1.4(a), any Company Interest held by any Former Member shall be rounded to the nearest 0.0001% (with 0.00005% or greater being rounded up and less than 0.00005% being rounded down).
(b) No fractional MAMP Shares shall be issued in connection with the Merger and all fractional MAMP Shares that a Former Member would otherwise be entitled to receive as a result of the Merger shall be rounded to the nearest whole number of MAMP Shares (with 0.5 or greater of a MAMP Share rounded up and less than 0.5 of a MAMP Share rounded down), as applicable.
(c) All Company Interests, when so converted at the Effective Time, no longer shall be outstanding and automatically shall be cancelled and shall cease to exist, and each Former Member shall cease to have any rights with respect thereto, except the right to receive such Former Member’s Merger Consideration therefor, without interest.
(d) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Parties, each previously issued membership interest in Merger Sub outstanding immediately prior to the Effective Time shall be automatically converted into the membership interests of the surviving entity and shall constitute the only outstanding membership interests of the surviving entity.
(e) The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into MAMP Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of MAMP Common Stock outstanding after the date hereof and prior to the Effective Time so as to provide the holders of Company Interests with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
(f) Notwithstanding anything to the contrary herein or elsewhere, MAMP, the Operating Partnership or the Surviving Company, as the case may be, may withhold and pay over to a Governmental Entity a portion of any payments or other consideration otherwise to be made to any Former Member, in each case as required by the Code, or other applicable Law. To the extent amounts are so deducted and withheld and duly paid over to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
(g) The aggregate number of shares of MAMP Common Stock to be issued hereunder in connection with the Merger is 884,144 2,228,951 shares of MAMP Common Stock as Merger Consideration, subject to adjustment as provided in Section 1.4(e).
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