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:
Conversion of Interests. At the Effective Time, each of the following transactions shall be deemed to occur simultaneously:
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. 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. 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. “(3) The manner, if any, of:
Conversion of Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any party:
Conversion of Interests. 13.1 Termination of Status as General Partner.
Conversion of Interests. At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, the members of the Company, GWR or Merger Sub, (a) the interest in the Company of each member of the Company shall be converted into the right to receive from GWR the amount of cash and/or into the number of shares of the common stock, par value $0.01 per share, of GWR (the "Common Stock"), shown for such member on Exhibit A to this Agreement, except that any interest in the Company held directly or indirectly by GWR shall not be converted in the Merger and shall remain outstanding, and (b) the entire interest in Merger Sub shall be converted into an interest in the Company that is equivalent in the aggregate to the interests in the Company that are converted pursuant to the foregoing clause (a).
Conversion of Interests. (a) Subject to the terms and conditions contained herein, each Participant is irrevocably bound to accept and entitled to receive, as a result of and upon consummation of the Merger, New REIT Shares or cash pursuant to and as calculated in this Section 1.5.
