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. 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, 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, 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. (a) 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: (i) any Company Interests held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) immediately prior to the Effective Time shall continue to be so held and no consideration shall be paid or payable in respect thereof; (ii) except as provided in clause (i) above and subject to Section 1.5(b) below, the Company Interests outstanding immediately prior to the Effective Time shall be converted into the right to receive the Per Share Merger Consideration (based on the percentage interests that the Company Interests represent); and (iii) all shares of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation. (b) No fractional shares of Parent Common Stock or Parent Preferred Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. With respect to each Company Member, the Per Share Merger Consideration shall be aggregated for all Company Interests held by such Company Member, and such Company Member shall receive a whole number of shares of the Parent Common Stock Consideration (rounded down the nearest whole number) and cash in lieu of any resulting fractional interest.

Conversion of Company Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any Person, including by any Pre-Closing Holder, each Company Interest that is issued and outstanding immediately prior to the Effective Time (but excluding, for the avoidance of doubt, any Company Interests that are cancelled pursuant to Section 3.4(b)) shall thereupon be canceled and converted into and become the right to receive the applicable Per Share Amount for such Company Interest.

Conversion of Company Interests. Subject to the other provisions of Article II, (A) each Membership Interest issued and outstanding immediately prior to or upon the Effective Time, excluding any Cancelled Company Interests, shall be converted automatically into and shall thereafter represent the right to receive a number of Parent Shares equal to the Membership Interest Exchange Ratio, (B) each Company Warrant issued and outstanding immediately prior to or upon the Effective Time, excluding any Cancelled Company Interests, shall be converted automatically into and shall thereafter represent the right to receive a number of Parent Shares equal to the Warrant Exchange Ratio (the aggregate consideration paid pursuant to this subsection (iii), the “Merger Consideration”), and (C) any such Parent Shares to be newly and validly issued, fully paid and non-assessable and the Parent shall procure that its register of members shall be updated to reflect the Share Issuance upon the issuance of such Parent Shares following the Effective Time upon receipt of an applicable Letter of Transmittal. All Company Interests converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and the register of members shall be updated accordingly. Each registered holder a Company Interest immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which the Company Interests have been converted pursuant to this Section 2.1, as well as any amounts to which holders of Company Interests become entitled in accordance with Section 2.2(e). Any certificate (“Certificate”) representing any Company Interest immediately prior to the Effective Time shall be automatically cancelled with effect from the Effective Time.