Conversion of 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 the Company and/or the Merger Subsidiary:
(a) All of the shares of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(c) hereof) will be converted into the right of Xxxx X. Xxxx the Company Shareholders to receive the shares of common stock of Parent as described in Paragraph 1.3(b), ("Parent Common Stock"). The amount of Parent Common Stock into which shares of Company Common Stock is converted is referred to herein as the "Merger Consideration".
(b) All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares of the Company (collectively the "Company's Convertible Securities") outstanding at the Effective Time, whether or not exercisable and whether or not vested (all of which are listed on Schedule1.4(b) hereto), shall be cancelled. cancelled.
(c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is then owned beneficially or of record by Parent, Merger Subsidiary, or any direct or indirect subsidiary of Parent or the Company will be canceled without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one (1) share of Company Common Stock shall be issued to Parent.
(d) Except as expressly set forth herein, each share of any other equity interest of the Company (other than Company Common Stock) will be canceled without payment of any consideration therefor and without any conversion thereof.
(e) Each share of common stock of Merger Subsidiary, par value $0.0001 per share ("Merger Subsidiary Common Stock"), issued and outstanding immediately prior to the Effective Time will be canceled as of the Effective Time.
Conversion of Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any party hereto or the holder of any of the following securities:
(a) Each limited partnership interest in Acquisition Sub outstanding immediately prior to the Effective Time shall be converted into a limited partnership interest in the Surviving Partnership representing a proportionate economic ownership interest in the Surviving Partnership equal to its proportionate economic ownership interest in Acquisition Sub immediately prior to the Effective Time;
(b) The interest of Acquisition GP in Acquisition Sub shall be converted into a general partnership interest in the Surviving Partnership representing a proportionate economic ownership interest in the Surviving Partnership equal to its proportionate economic ownership interest in Acquisition Sub immediately prior to the Effective Time;
(c) The Interest of Eastrich and each limited partner in the Company shall be converted into and shall represent the right to receive:
(i) a cash payment in the amount of the Net Purchase Price (as hereinafter defined) multiplied by such Partner's Interest, subject to adjustment pursuant to Section 2.8 hereof (the "Per Interest Cash Payment");
(ii) an interest in the Indemnification Escrow Amount (as hereinafter defined) equal to such Partner's Interest multiplied by the Indemnification Escrow Amount, subject to the terms and conditions of Article VII hereof and the Indemnification Escrow Agreement (as hereinafter defined);
(iii) an interest in the cash, if any, delivered into the Holdback Escrow (as hereinafter defined) or into the control of the Indemnification Representative pursuant to Section 2.7(f) equal to such Partner's Interest multiplied by the aggregate amount of cash delivered into the Holdback Escrow or into the control of the Indemnification Representative pursuant to Section 2.7(f);
(iv) an interest in the Arrowhead Escrow (as hereinafter defined) equal to such Partner's Interest multiplied by the aggregate amount of cash delivered into the Arrowhead Escrow; and
(v) if the Aggregate Additional Amount is positive, a cash payment in the amount of the Aggregate Additional Amount multiplied by such Partner's Interest (the "Per Interest Additional Payment") payable in accordance with Section 2.9 hereof.
(d) Upon conversion of the Interests of the Partners in accordance with Section 2.4(c) hereof, each Partner shall be deemed to have withdrawn as a partner of the Surviving Partne...
Conversion of 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 Company and/or Merger Subsidiary:
(a) Each of the shares of common stock of Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b) hereof) will be converted into the right to receive one share of Parent or an aggregate of 21,173,013 shares of common stock of Parent, par value $0.001 per share (“Parent Common Stock”), including shares issued pursuant to the Minimum Offering. The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, is referred to herein as the “Merger Consideration.”
(b) All stock options, warrants, convertible debt, other convertible securities or other rights to acquire shares of the Company, amounting to 1,100,000 $1.05 options to acquire shares of Company Common Stock (collectively “Company’s Convertible Securities”) outstanding at the Effective Time, whether or not exercisable and whether or not vested (all of which are listed Company Disclosure Schedule in Section 2.3 thereof) shall remain outstanding following the Effective Time but shall be assumed by Parent. Company’s Convertible Securities so assumed by Parent shall continue to have, and be subject to, the same terms and conditions as set forth in the underlying Convertible Securities documents but will be convertible into shares of Parent Common Stock as described in Company Disclosure Schedule in Section 2.3
Conversion of Interests. 13.1 Termination of Status as General Partner.
(a) A General Partner shall cease to be a General Partner upon the first to occur of (i) the Transfer of such Partner's entire Interest as a Partner in a Permitted Transfer (in which event the transferee of such Interest shall be admitted as a successor General Partner and a Limited Partner upon compliance with Section 12.3), (ii) the Unanimous Vote of the Partnership Board to approve a request by such General Partner to withdraw, (iii) any Adverse Act with respect to such Partner, (iv) such Partner's failure to satisfy the Minimum Ownership Requirement or (v) in the case of Comcast only, the occurrence of any of the events described in Section 6.4(f) that cause Comcast to become an Exclusive Limited Partner. In the event a Person ceases to be a General Partner pursuant to clauses (ii), (iii), (iv) or (v), the Interest of such Person as a General Partner shall automatically and without any further action by the Partners be converted into an Interest solely as a Limited Partner, and such Partner shall thereafter be an Exclusive Limited Partner.
(b) The Partners intend that the Partnership not dissolve as a result of the cessation of any Person's status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 14.1 shall govern.
Conversion of Interests. Upon a conversion of the Company to a corporation, the Interests of the Qualified Members will be converted into Class B Common Shares of the Corporation entitling the holders thereof to ten votes per share. The Interests of other Members will be converted into Class A Common Shares of the Corporation entitling the holders thereof to one vote per share. The certificate of incorporation of the Corporation will provide that (i) Class B Common Shares that are Transferred to, or held by, Persons that are not Qualified Members will convert automatically into Class A Common Shares, (ii) Class B Common Shares will be convertible at any time at the option of the holder into Class A Common Shares and (iii) if permitted by the exchange on which shares of the Corporation are listed for trading, Class A Common Shares held by a Qualified Member will be convertible at any time at the option of the holder into Class B Common Shares.
Conversion of Interests. (i) At the Effective Time, on the terms and subject to the conditions set forth in this Agreement, by virtue of the Merger and without any action on the part of Merger Sub, Vision or any of their respective interestholders:
Conversion of 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 Company and/or Merger Subsidiary:
(a) All of the shares of Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (except for Company Common Stock referred to in Section 1.4(b) hereof) will be converted into the right to receive an aggregate of 12,654,871 shares common stock of Parent, par value $0.0001 per share ("Parent Common Stock"), and Parent adopts, ratifies and approves Company written Consulting Agreements pursuant to which any of Company Common Stock was issued under Rule 701 of the Securities and Exchange Commission. The amount of Parent Common Stock into which shares of Company Common Stock is converted is referred to herein as the "Merger Consideration."
(b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is then owned beneficially or of record by Parent, Merger Subsidiary, or any direct or indirect subsidiary of Parent or Company will be canceled without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one (1) share of Company Common Stock shall be issued to Parent.
(c) Each warrant to acquire Company Common Stock ("Company Warrants") issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for a like warrant of Parent to acquire shares of Parent Common Stock ("Parent Warrants").
(d) Except as expressly set forth herein, each share of any other equity interest of the Company (other than Company Common Stock) will be canceled without payment of any consideration therefor and without any conversion thereof.
Conversion of 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 Company and/or Merger Subsidiary:
(a) Each share of common stock of Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive one (1) share of Parent or an aggregate of 10,000,000 shares of common stock of Parent, par value $0.001 per share (“Parent Common Stock”). The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, is referred to herein as the “Merger Consideration.”
(b) Except as expressly set forth herein, each share of any other equity interest of Company will be canceled, without payment of any consideration therefor and without any conversion thereof.
(c) Each share of common stock of Merger Subsidiary, par value $0.001 per share (“Merger Subsidiary Common Stock”), issued and outstanding immediately prior to the Effective Time will be canceled as of the Effective Time.
(d) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is then owned beneficially or of record by Parent, Merger Subsidiary or any direct or indirect subsidiary of Parent or Merger Subsidiary, will be canceled, without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one (1) share of Company Common Stock shall be issued to Parent.
Conversion of Interests. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Members, (i) all of the Interests (whether vested or unvested), other than the Interests held by each Blocker, shall be cancelled and be automatically converted into the right to receive the applicable Non-Blocker Member’s portion of the Purchase Price set forth in, and determined in accordance with, Section 2.03, payable to such Non-Blocker Member on the terms and subject to the conditions set forth herein (the aggregate amount payable under this Section 2.02(d)(i), the “Merger Consideration”), (ii) all of the Interests held by each Blocker shall not be converted but shall remain outstanding as limited liability company interests of the Surviving Company, with the result that the percentage of the total issued and outstanding limited liability company interests of the Surviving Company held by each Blocker after the Effective Time will be equal to the percentage of the total issued and outstanding Interests held by such Blocker after giving effect to the ECP Equity Transfers and immediately prior to the Effective Time, and (iii) each of the issued and outstanding limited liability company interests of Merger Sub shall be automatically converted into and become a limited liability company interest of the Surviving Company, with the result that the percentage of the total issued and outstanding limited liability company interests of the Surviving Company held directly by Parent after the Effective Time will be equal to the aggregate percentage of the total issued and outstanding Interests held by the Non-Blocker Members immediately prior to the Effective Time.
Conversion of Interests. The manner, if any, of:
