Common use of Conversion of Company Interests Clause in Contracts

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. 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 Member, all or member of Merger Sub: a. any Company Interests that are then held by the Company (or held in the Company’s treasury) shall cease to exist, and no consideration shall be paid in exchange therefor; b. any Company Interests then held by Parent, Merger Sub or any other wholly-owned Parent Subsidiary shall cease to exist, and no consideration shall be paid in exchange therefor; c. except as provided in clauses (a) and (b) above, each issued and outstanding Company Interest shall be converted into the right to receive a portion of the Total Merger Consideration as follows: i. an amount in cash equal to the quotient of (A) the sum of $4,500,000, plus the amount of the Closing Cash, less the aggregate amount of the Closing Payments, divided by (B) the number of Outstanding Company Interests; xx. xx the time set forth in Section 2.10 for payment of the Holdback Distribution, an amount in cash equal to the quotient of (A) the Holdback Distribution Amount (if any), divided by (B) the number of Outstanding Company Interests; xxx. xx the time of any supplemental post-365th-day Holdback Distribution Amount distributions described in Section 2.10, an amount in cash equal to the quotient of (A) such supplemental payment amount, divided by (B) the number of Outstanding Company Interests; and xx. xxx CVR d. (all referred to herein, as applicable in context per former Outstanding Company Interest, as the “Merger Consideration”); and e. all of the limited liability company membership interests of Merger Sub then outstanding shall be converted into all of the limited liability company membership interests of the Surviving Company, such that immediately prior to after the Effective Time (other than any Company Interests described in Section 1.7(b)) shall be cancelled and Parent shall, as the holders thereof shall receive in exchange for such Company Interestsformer holder of all the limited liability company membership interests of Merger Sub, 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 own all the limited liability company membership interests 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 PaymentSurviving Company.” 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. At the Effective Time, by virtue of the Merger and without any further action on the part of Parentany party, Merger Sub, the Company or any Company Member, all or other Person, each Company Interests that are issued and 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: (other than a) Each Class A Interest shall be converted into the right to receive its Class A Percentage of the Class A Merger Consideration in accordance with this Article 2 and Article 3, in each case rounded to the nearest whole cent, net to the holder, without interest thereon (except the interest contemplated herein), payable to the holder thereof in cash. (b) Each Class B Interest shall be converted into the right to receive its Class B Percentage of the Class B Merger Consideration in accordance with this Article 2 and Article 3, in each case rounded to the nearest whole cent, net to the holder, without interest thereon (except the interest contemplated herein), payable to the holder thereof in cash. (c) Each Class C Interest shall be converted into the right to receive its Class C Percentage of the Class C Merger Consideration in accordance with this Article 2 and Article 3, in each case rounded to the nearest whole cent, net to the holder, without interest thereon (except the interest contemplated in herein), payable to the holder thereof in cash. (d) All Company Interests, when converted as provided in this Section 2.02, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each Company Interest shall thereafter represent only the right to receive the applicable merger consideration provided in this Section 2.02. Notwithstanding the foregoing and subject to the limitations of Section 6.02(a) hereof, if between the date of this Agreement and the Effective Time any Company Interests described shall have been changed into a different percentage or a different class by reason of any dividend, subdivision, reclassification, recapitalization, split, combination or exchange, the applicable merger consideration provided in this Section 1.7(b)) 2.02 shall be cancelled correspondingly adjusted 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 rounded to the extent required to be paid pursuant to Section 1.12; (iv) Such Company Member’s Pro Rata Percentagenearest whole cent; provided, if anyhowever, of that under no circumstances shall the Cash Aggregate 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 Paymentchange.” 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.