Conversion of Company Interests Sample Clauses

Conversion of Company Interests. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Maryland Limited Liability Company Act, MD Corp & Assn Code §§ 4A-101, et seq., as amended (“MLLCA”) at the Effective Time (as hereinafter defined), Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease and the Company shall continue as the surviving entity (the Company, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Company”). The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MLLCA, including Section 4A-709 of the MLLCA. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided in this Agreement, all the property, rights, privileges, powers and franchises, and all and every other interest of the Company and the Merger Sub, shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and the Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

Conversion of Company Interests. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Company Member, all Company Interests that are issued and outstanding immediately prior to the Effective Time (other than any Company Interests described in Section 1.7(b)) shall be cancelled and the holders thereof shall receive in exchange for such Company Interests, upon delivery of a Letter of Transmittal in accordance with Article II and Section 1.4(d)(i): (i) Such Company Member’s Pro Rata Percentage of the Estimated Cash Merger Consideration, which will be adjusted pursuant to Section 1.9; (ii) Such Company Member’s Pro Rata Percentage of the Restricted Shares, subject to Section 1.11; (iii) The right to receive such Company Member’s Pro Rata Percentage of the Earn-Out Payments, if any, solely if and to the extent required to be paid pursuant to Section 1.12; (iv) Such Company Member’s Pro Rata Percentage, if any, of the Cash Merger Consideration Adjustment Escrow Fund not used to satisfy any claim of Parent in respect of an Aggregate Downward Adjustment Amount pursuant to Section 1.9(e)(ii), to be distributed in accordance with Section 1.10, if any; (v) Such Company Member’s Pro Rata Percentage, if any, of the Indemnity Escrow Fund not used to satisfy any claim of the Parent Indemnified Parties for indemnification pursuant to Article IX, to be distributed in accordance with Section 1.10, if any; (vi) Such Company Member’s Pro Rata Percentage, if any, of the PPP Loan Escrow Fund not used to repay any remaining (unforgiven) balance on the PPP Loan following completion of the forgiveness process, to be distributed in accordance with Section 9.9, if any; and (vii) Such Company Member’s Pro Rata Percentage, if any, of the Representative Expense Fund released in accordance with Section 10.15. The sum of all amounts payable to any Company Member under Sections 1.7(a)(i) and (ii) shall be referred to as such Company Member’s “Estimated Individual Closing Date Payment.” Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent in writing its calculation of each Company Member’s Estimated Individual Closing Date Payment.

Conversion of Company Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Interests, each unit of Company Interests (other than any Disregarded Units) issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and automatically converted into the right to receive (following satisfaction of the Payment Condition): (i) a non-assignable right to receive a number of shares of Parent Common Stock equal to (A) the Per Unit Stock Amount, minus (B) the Per Unit Holdback Stock Amount, required to be delivered in accordance with Section 2.3(d), as, when and in such amounts as such shares are required to be made; (ii) a non-assignable contingent right to receive an amount of cash equal to (A) the First Cash Payment Amount divided by (B) the Outstanding Units, if any, required to be delivered in accordance with Section 2.5, as and when such deliveries are required to be made; (iii) a non-assignable contingent right to receive an amount of cash equal to (A) the Second Cash Payment Amount divided by (B) the Outstanding Units, if any, required to be delivered in accordance with Section 2.5, as and when such deliveries are required to be made; (iv) a non-assignable contingent right to receive an amount of cash equal to (A) the Third Cash Payment Amount divided by (B) the Outstanding Units, if any, required to be delivered in accordance with Section 2.6, as and when such deliveries are required to be made; (v) a non-assignable contingent right to receive a number of shares of Parent Common Stock (or, following the consummation of a Qualifying Acquisition, shares of the publicly listed company that acquired Parent) equal to (A) the Earnout Stock Consideration divided by (B) the Outstanding Units, if any, required to be delivered in accordance with Section 2.7, as and when such deliveries are required to be made; (vi) a non-assignable contingent right to receive the portion of the Holdback Amount, if any, required to be delivered in accordance with Section 10.8, as and when such deliveries are required to be made; and (vii) a non-assignable contingent right to receive the portion of the Expense Fund Amount, if any, required to be delivered in accordance with Section 10.14(c), as and when such deliveries are required to be made.

Conversion of Company Interests. At the Effective Time: (a) Each share of Common Stock of the Corporation, no par value per share, ("Common Stock") outstanding immediately prior to the Effective Time shall, ipso facto and without any action on the part of the holder thereof, become and be converted into one Unit of the Company. (b) Each interest in the Company held immediately prior to the Effective Time by the Corporation shall be canceled and no consideration issued in respect thereof. Each interest in the Company held immediately prior to the Effective Time by E.ON US Investments Corp. shall remain issued and outstanding.

Conversion of Company Interests. At the Effective Time, 100% of the single class of issued and outstanding membership interests of the Company (collectively, the “Company Interests”) shall be converted into the right to receive 9,911,000 restricted shares of Parent Common Stock (the “Merger Shares”). The Merger Shares shall be allocated among the holders of Company Interests in accordance with his, her or its respective proportional holdings of Company Interests as of the Closing as set forth on Schedule 1.07(a); provided, however, for the avoidance of doubt, no Person will be entitled to receive Merger Shares unless such Person has been admitted as a Member of the Company prior to the Effective Time and is a Party to this Agreement. No fractional shares of Parent Common Stock will be issued in the Merger upon the surrender for exchange of the Company Interests, and any such fractional share interests will not entitle the owner thereof to any rights of a stockholder of Parent. Each Member who is entitled to one-half or more of a Merger Share will receive a full Merger Share, and any fractional interests of less than one-half of a Merger Share will be canceled.

Conversion of Company Interests. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (“DGCL”), at the Effective Time Merger Sub shall be merged with and into Bona Vida, whereupon the separate existence of Merger Sub shall cease and Bona Vida shall continue as the surviving entity (Bona Vida, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Company”). The Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided in this Agreement, all the property, rights, privileges, powers and franchises, and all and every other interest of Bona Vida and Merger Sub, shall vest in the Surviving Company, and all debts, liabilities and duties of Bona Vida and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

Conversion of Company Interests. At the Effective Time, the ------------------------------- Company Interests shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become interests of the Surviving Company. Such newly issued interests shall thereafter constitute all of the issued and outstanding membership interests of the Surviving Company.

Conversion of Company Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and this Agreement and without any action on the part of Parent, Merger Sub, the Company or the Surviving Company, the Company Interests issued and outstanding immediately prior to the Effective Time will be canceled and the rights pertaining thereto will be automatically converted into Member’s right to receive the Merger Consideration.

Conversion of Company Interests. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Company, Buyer, Merger Sub or any Member, all of the Interests held by Buyer, Merger Sub or any of their respective Subsidiaries or Affiliates (including Seaspan Investment I Ltd., but excluding, for the avoidance of doubt, any Selling Member) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (the “Cancelled Interest”). At the Effective Time, by virtue of the Merger and without any action on the part of any Member, all of the Interests held by the Selling Members outstanding immediately prior to the Effective Time (which, for the avoidance of doubt, shall exclude the Cancelled Interest) shall thereupon be canceled and converted into and become the right to receive the applicable portion of the Estimated Net Merger Consideration, as determined pursuant to Section 3.1(d), plus the applicable portion of any Adjustment Amount, as determined pursuant to Section 3.4(d), and any additional amounts payable pursuant to Article III and Article XII. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Buyer or Merger Sub, all of the limited liability company interests in Merger Sub shall be converted into limited liability company interests in the Surviving Company.

Conversion of Company Interests. (a) Under and subject to the terms and conditions of the respective Formation Transaction Documentation, as the result of an irrevocable election indicated on a Consent Form submitted by a Pre-Formation Participant or as a result of the failure of a Pre-Formation Participant to submit a Consent Form, each Pre-Formation Participant is irrevocably bound to accept and entitled to receive, either in the Contribution or as a result of and upon consummation of the Merger or other Formation Transactions, a specified share of the pre-IPO equity value of the Xxxxxxx Xxxxxx Entities in the form of the right to receive cash, REIT Shares or OP Units. The "Total Formation Transaction Value" means the aggregate dollar value of (i) the cash, (ii) the REIT Shares and (iii) the OP Units that are allocated to all Pre-Formation Participants in the Formation Transactions (for all purposes under this Section 1.05, any REIT Shares and OP Units shall be valued at the IPO Price), which shall not be less than $1.0 billion, shall be determined by the REIT acting in good faith based upon the pricing in the IPO and the number of REIT Shares sold in the IPO (excluding the over-allotment option, if any) and shall be specified by the REIT in the final IPO prospectus. The amount of cash included in the Total Formation Transaction Value shall not be less than 90% of the difference between the aggregate net proceeds from the IPO (excluding the over-allotment option, if any) and 100% of the payments for the preferred equity held by The Prudential Insurance Company of North America, Inc. in the DERA Funds.