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. 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):
Conversion of Company Interests. At the Effective Time:
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. 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):
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. 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 member of the Company or member of Merger Sub:
Conversion of Company Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any party, Member, or other Person, each Company Interest outstanding immediately prior to the Effective Time shall be converted into the right to receive a portion of the Aggregate Merger Consideration as follows:
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.
