Conversion of Company Membership Interests Sample Clauses

Conversion of Company Membership Interests. (i) At the Effective Time, each Member shall be entitled to receive (i) a number of shares of Class A common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”) equal to the product of (A) 3,717,242 (the “Common Stock Number”) and (B) such Member’s or Owner’s Membership Percentage (the “Common Stock Exchange Amount”), (ii) a number of shares of Class A preferred stock, par value $0.001 per share, of Parent (the “Parent Preferred Stock”) equal to the product of (A) 1,800,000 (the “Preferred Stock Number”) and (B) such Member’s or Owner’s Membership Percentage (the “Preferred Stock Exchange Amount”) and (iii) the non-assignable right to receive a portion of the Contingent Amount equal to such Member’s or Owner’s Membership Percentage at such times, in accordance with the provisions of, and subject to this Agreement, including Article IX, if such amounts are payable. (ii) If, prior to or at the Effective Time, the Company has not issued Company Membership Interests to Xxxxxxx Xxxxxxx (“Xxxxxxx”) and Xxxx Xxxxxxxxx (“Xxxxxxxxx”) in exchange for profits interests in the Company held by each of Xxxxxxx and Xxxxxxxxx (granted pursuant to the Xxxxxxx Acknowledgement Agreement and the Xxxxxxxxx Acknowledgement Agreement, respectively), and Xxxxxxx and Xxxxxxxxx remain employees of the Company immediately prior to or at the Effective Time, upon the written advice of the Member Representative at Closing, Parent shall reduce the Parent Common Stock Number and Parent Preferred Stock Number by the number of shares of Parent Common Stock and Parent Preferred Stock that the Company determines is due to Xxxxxxx and Xxxxxxxxx pursuant to the Xxxxxxx Acknowledgement Agreement and the Xxxxxxxxx Acknowledgement Agreement, respectively and Parent shall cause its transfer agent to deliver the Parent Capital Stock issuable to Xxxxxxx and Xxxxxxxxx (and shall thereafter reduce any Contingent Amount in like manner and shall issue such amount to Xxxxxxx and Xxxxxxxxx subject to withholdings by Parent pursuant to Section 9.3) as directed in accordance with such written advice of the Member Representative. For purposes of this Section 1.4(c)(ii), the Parent Capital Stock and the Contingent Amount, if any, issued to Xxxxxxx and Xxxxxxxxx under this Section 1.4(c)(ii) shall only reduce the total consideration that would otherwise be received by the Members and shall in no event cause Parent to issue any shares or pay any consideration in the aggregate in excess of t...

Conversion of Company Membership Interests. The membership interest of the Company (the “Company Units”) issued and outstanding immediately prior to the Merger 1 Effective Time shall be converted into the right to receive the NCM Shares and the Closing Merger Consideration, together with any amounts that may become payable in respect of such Company Units in the future in respect of the Post-Closing Adjustment, at the respective times and subject to the contingencies specified herein and therein.

Conversion of Company Membership Interests. Subject to ------------------------------------------ the terms and conditions of this Agreement, at the Effective Time, each Company Membership Interest held by a Company Member that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without the need for any further action on the part of the holder thereof (except as expressly provided herein), be converted into and represent the right to receive (collectively, the "Closing Consideration"): (a) the number of shares of Parent Common Stock that is equal to the Membership Interest Share Conversion Number, subject to the provisions of Section 2.1.3 (regarding rights of holders of Dissenting Interests), and Section 2.1.4 (regarding the elimination of fractional shares of Parent Common Stock); (b) cash in an amount equal to the Membership Interest Cash Conversion Number, subject to the provisions of Section 2.1.3 (regarding rights of holders of Dissenting Interests) and Section 2.5 (regarding the Closing Adjustment); and (c) if there is an Earnout Amount (as defined in Exhibit ------- C), the Per Membership Interest Earnout Consideration in accordance - with Exhibit C, subject to the provisions of Section 2.1.3 --------- (regarding rights of holders of Dissenting Interests), and Article 12 (regarding indemnification). Notwithstanding the foregoing provisions of this Section 2.1.2, at the Closing Parent will withhold from the cash Closing Consideration to be received under Section 2.1.2(b) at the Closing (i) by each Member the Deferred Closing Adjustment Consideration for the sole purpose of paying the Closing Adjustment pursuant to Section 2.5 below; and (ii) by each Member-Debtor (as defined in Section 3.4.1) listed on the updated Schedule 3.4.1(d) to the Company Disclosure ----------------- Letter, the cash amount set forth opposite the name of each such Member-Debtor on such Schedule 3.4.1(d) (the "Note Payment"), which shall constitute payment ----------------- in full of amounts due under the promissory note issued by such Member-Debtor and held by the Company (each, a "Member Note").

Conversion of Company Membership Interests. The Company Membership Interests issued and outstanding immediately prior to the Effective Time (other than Membership Interests to be cancelled and retired in accordance with Section 2.07(a)) shall be converted into the right to receive an aggregate of FIFTY-FIVE MILLION (55,000,000) shares of common stock, par value $0.01 per share, of the Parent (the “Parent Common Stock), and distributed to the Persons as set forth on Annex A hereto.

Conversion of Company Membership Interests. Subject to Sections 2.2(f), 2.6, 2.8 and 2.9, each Unit (or any portion of a Unit) of a Company Membership Interest issued and outstanding immediately prior to the Effective Time (other than Company Membership Interests to be canceled in accordance with Section 1.10(b)(i)) (in aggregate, the “Total Outstanding Company Membership Interests”) shall thereupon be converted automatically into and shall thereafter represent the right of the holder thereof as of the Company Effective Time (the “Merger Member”) to receive 1% (or such portion of 1%) of the Aggregate Company Merger Shares, subject to the other terms hereof. As of the Effective Time, each such Unit shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right of the Merger Member holding such Unit to receive the Merger Consideration in respect of such Unit to be issued or paid in accordance with Section 2.2 (without interest) and the right to receive dividends and other distributions in accordance with Section 2.2.

Conversion of Company Membership Interests. The Membership Interests (as defined in the Limited Liability Company Agreement of the Company (the "LLC Agreement")) of the Company shall be converted into the right to receive an amount equal to the Liquidation Preference (as defined in the Certificate of Designation of Holdings, dated August 26, 1996, with respect to the 12 1/2% Class A Cumulative Convertible Participating Preferred Stock, par value $100.00 per share, of Holdings (the "Class A Preferred Stock")), plus any accrued but unpaid dividends thereon as of the Effective Time multiplied by 4,700, the number of shares of Class A Preferred Stock outstanding as of the Effective Time, minus $400,000, net to the holder in cash, without interest (the "Merger Consideration").

Conversion of Company Membership Interests. All Company Membership Interests as of immediately prior to the Effective Time shall be converted into the right to receive an aggregate of a number of shares of Parent Common Stock payable at Closing representing 68.00% of the shares of Parent Common Stock outstanding immediately after the Effective Time but prior to giving effect to the purchase of Parent Common Stock pursuant to the Offer (the “Merger Consideration”). Section 2.01(a) of the Company Disclosure Letter sets forth to whom and in what denominations the Merger Consideration is to be allocated amongst the Company Members, with each Company Member receiving its pro rata share of the Merger Consideration calculated in accordance with the Company’s operating agreement (each such share, the “Pro Rata Merger Consideration”). Notwithstanding the foregoing, no fractional shares of Parent Common Stock shall be issued as part of the Merger Consideration and instead, fractional shares that would otherwise be issued hereunder shall be rounded up to the next whole number.

Conversion of Company Membership Interests. All Company Membership Interests as of immediately prior to the Effective Time shall be converted into an aggregate of a number of shares of Parent Common Stock equal to the Final Consideration. Section 2.02(a) of the Company Disclosure Letter sets forth to whom and in what denominations the Final Consideration is to be allocated amongst the Company Members, with each Company Member receiving its pro rata share of the Final Consideration calculated in accordance with the Company’s limited liability company agreement in effect immediately prior to the Effective Time (each such pro rata share, the “Pro Rata Merger Consideration”). Notwithstanding the foregoing, no fractional shares of Parent Common Stock shall be issued as part of the Final Consideration and instead, fractional shares that would otherwise be issued hereunder shall be rounded up to the next whole number.

Conversion of Company Membership Interests. Each Common Unit and Preferred Unit (collectively, the “Units”), issued and outstanding immediately prior to the Effective Time (each, an “Outstanding Unit” and collectively, the “Outstanding Units”), and

Conversion of Company Membership Interests. At the Effective Time, subject to the terms and conditions of this Agreement, by virtue of the Merger and without any further action on the part of the Parties, each Company Membership Interest (expressed as a percentage) issued and outstanding immediately before the Effective Time will be converted into and become the right to receive, subject to Section 1.8, (I) a number of shares of Parent Common Stock (the “Per Membership Interest Merger Consideration”) equal to (a) (i) $343,000,000 divided by (ii) $10.15, multiplied by (b) such Company Member’s percentage of all Company Membership Interests issued and outstanding immediately prior to the Effective Time (i.e., 100%), (II) the right to receive a number of shares of Parent Common Stock (the “Earnout Merger Consideration”) equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Company Member’s percentage of all Company Membership Interests issued and outstanding immediately prior to the Effective Time, upon the achievement of the Adjusted EBITDA targets in accordance with Section 1.17 and (III) an amount of cash (the “Cash Consideration” and together with the Per Membership Interest Merger Consideration and Earnout Merger Consideration, the “Merger Consideration”) equal to (a) $50,000,000 multiplied by (b) such Company Member’s percentage of all Company Membership Interests issued and outstanding immediately prior to the Effective Time (i.e., 100%); provided, however, that in lieu of receiving all or part of the Cash Consideration, up to $50,000,000 of cash held by the Company or its Subsidiaries may be distributed to the Company Members, or to such other Persons as instructed by the Company Members, if either (1) there is not sufficient funds in the Trust Fund to pay such amount in cash or (2) the Company elects, in its sole discretion, to make such dividend at or prior to the Closing. For the avoidance of doubt, the Company may elect, in its sole discretion, but shall not be obligated, to distribute any cash held by the Company or its Subsidiaries to the Company Members, or to such other Persons as instructed by the Company Members, up to a maximum of $50,000,000, if there is not sufficient funds in the Trust Fund to pay the Cash Consideration in cash. Any cash paid as a dividend on or prior to Closing pursuant to such provision shall reduce the Cash Consideration payable to the Company Members at Closing by a like amount.