Conversion of Company Units. On the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any of the Unitholders, the following shall occur:
Conversion of Company Units. (i) At the Effective Time, the Class A Units issued and outstanding as of immediately prior to the Effective Time and held by each Class A Holder shall automatically, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company or such Class A Holder, be converted into and shall become the right to receive, without interest, a portion of: (A) the Class A Holder Cash Consideration, (B) that portion, if any, of the Holder Representative Holdback Amount released to the Paying Agent pursuant to Section 9.21(d)(iii), (C) that portion, if any, of the Escrow Amount released to the Paying Agent pursuant to Section 2.14(a), (D) subject to Section 2.10(d), the Class A Holder Equity Consideration, and (E) the Deferred Payment Amount released to the Paying Agent pursuant to Section 2.20, in each case, as determined in accordance with Section 4.01(b) of the Company Existing LLC Agreement, as set forth on the Merger Payment Schedule. At the Effective Time, the Class A Units shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and the Class A Holders shall cease to have any rights with respect thereto, except the right to receive the consideration specified in clauses (A) through (E) of this Section 2.9(b)(i).
(ii) At the Effective Time, the Partial Rollover Units issued and outstanding as of immediately prior to the Effective Time and held by each Partial Rollover Holder shall automatically, by virtue of the Merger and without any action on part of Buyer, Merger Sub, the Company or any Partial Rollover Holder, be converted into and shall become the right to receive without interest a portion of: (A) subject to such Partial Rollover Holder’s Rollover Election and any Cutback or Step-Up, as applicable, in accordance with Section 2.10, the Partial Rollover Holder Cash Consideration, (B) that portion, if any, of the Holder Representative Holdback Amount released to the Paying Agent pursuant to Section 9.21(d)(iii), (C) that portion, if any, of the Escrow Amount released to the Paying Agent pursuant Section 2.14(a), (D) subject to such Partial Rollover Holder’s Rollover Election and any Cutback or Step-Up, as applicable, in accordance with Section 2.10, that portion of the Buyer Equity Closing Consideration with a value equal to the Aggregate Partial Rollover Holder Equity Consideration Value, (E) the Buyer Equity True-Up, if any, pursuant to Section 2.14(b) and (F) the Deferred Payment Amount released ...
Conversion of Company Units. Subject to the following provisions of this Section 2.1 and to Section 2.2, the Company Units issued and outstanding immediately before the Effective Time shall be cancelled and converted into the right to receive from the Acquiring Corp. in the manner hereinafter provided the following (in the aggregate with respect to all Company Units, the “Merger Consideration”): (i) the amount in cash, without interest, equal to $210,000,000 (the “Aggregate Initial Cash Purchase Price”), plus (ii) the Earn-out Consideration; provided, however, that the Merger Consideration shall be subject to reduction if and as provided by Article VIII. It is understood and agreed that, as provided by Section 2.2, the Aggregate Initial Cash Purchase Price will be paid in two installments, the first on or as soon as practicable after the Effective Time and the second on or as soon as practicable after the third anniversary of the Closing (as set forth in Section 2.2(a) below) and that the Company Unitholders may not be entitled to receive the full amount of the Aggregate Initial Cash Purchase Price or the Earn-out Consideration if and to the extent that any portion thereof is reduced as provided by Article VIII or if a Company Unitholder is required in accordance with Article VIII to return part of the Merger Consideration. As of the Effective Time, the Company Units shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders of Company Units shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor as provided herein, without interest. In addition to the Aggregate Initial Cash Purchase Price and the Earn-out Consideration payable pursuant to this Section 2.1(b), Company Unitholders may also be entitled to additional amounts in accordance with Sections 2.2(a) to the extent the Deferred Payment includes an amount representing interest as provided by such Section.
Conversion of Company Units. Subject to the other provisions of this Article II, each Company Unit issued and outstanding immediately prior to the Metuchen Effective Time shall be converted into (i) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the quotient resulting from the formula of (A) 82,587,877 divided by (B) the number of Company Outstanding Units (the “Company Exchange Ratio”); provided, however, that if the Parties mutually agree, for Nasdaq listing purposes, then the Company Exchange Ratio may be adjusted, in which case any other ratios described herein that would be impacted by such change shall be proportionately adjusted and (ii) the right to receive a number of shares of Parent Common Stock, subject to and upon the conditions set forth in Section 2.9 (such shares referred to in clauses (i) and (ii), collectively, the “Company Merger Consideration”).
3. Amendment to Section 2.9
Conversion of Company Units. (i) The amounts payable hereunder in respect of the Company Units shall be allocated among the holders of the Company Units in accordance with the Operating Agreement.
(ii) Without limiting Section 3.01(b)(i), as of the Effective Time, all of the Company Units issued and outstanding immediately prior to the Effective Time (other than Excluded Units) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder thereof shall cease to have any rights with respect thereto, except the right to receive the Per Unit Merger Consideration.
Conversion of Company Units. 5 Article IV
Conversion of Company Units. At the Effective Time, by virtue of the Merger and without any action on the part of any Party:
Conversion of Company Units. Each Company Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Closing Per Unit Share Consideration, rounded to the nearest whole share, the Closing Per Unit Cash Consideration, in cash, without interest, together with any Holdback Shares, any Earnout Shares and amounts that may become payable or issuable in respect of such Company Unit in the future in respect of the Post-Closing Adjustment, and the Holdback Cash, at the respective times and subject to the contingencies specified herein.
Conversion of Company Units. 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 Units issued and outstanding immediately prior to the Effective Time will be canceled and the rights pertaining thereto will be automatically converted into each Member’s right to receive his or her Allocable Portion of the Merger Consideration.
Conversion of Company Units. Each Company Unit issued and outstanding immediately prior to the Effective Time (other than Units to be cancelled and retired in accordance with Section 1.9(a), if any) shall be converted into the right to receive the portion of the Merger Consideration set forth in the Merger Consideration Schedule, in cash, without interest, at the respective times and subject to the contingencies specified herein.
