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. 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 (the "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 an aggregate of 5,326,320 shares of common stock of the Parent (the "Parent Common Stock") and Two Hundred Fifty Thousand Dollars ($250,000) payable to the Company Shareholders as described in Paragraph 1.3(b) and the right to receive an aggregate of One Hundred Thousand Dollars ($100,000) payable to the Company Shareholders as described in Paragraph 1.3(c)(i) and an aggregate of 5,276,310 shares of Parent Common Stock issuable upon satisfaction of the applicable Milestones.
(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, and all of which are listed on the "Company Disclosure Schedule" as defined in Section 2.1 hereof, shall be 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 ("Merger Subsidiary Common Stock"), issued and outstanding immediately prior to the Effective Time will be canceled as of the Effective Time.
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. 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. 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(b) hereof) will be converted into the right to receive an aggregate of 8,000,000 shares common stock of the Parent, par value $.001 per share ("Parent Common Stock"), and Parent adopts, ratifies and approves the Company written compensation 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 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.
(c) 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.
(d) Each share of common stock of Merger Subsidiary, par value $.001 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. 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 share of Parent or an aggregate of 37,037,369 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, each of the following transactions shall be deemed to occur simultaneously:
(a) The limited liability company interests in Sub 1 outstanding immediately prior to the Effective Time (100% of which is held by Emdeon) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become limited liability company interests in the Surviving Entity.
(b) The aggregate limited liability company interests in EBS Acquisition II outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into and become an aggregate of shares of Class A Common Stock, par value $0.00001 per share, of Emdeon (the “Emdeon Shares”). Subject to Section 1.7, the Emdeon Shares shall be allocated among the members of EBS Acquisition II (the “EBS Members”) in proportion to their percentage interests in EBS Acquisition II immediately prior to the Effective Time. The EBS Members shall receive, along with the Emdeon Shares, the rights to receive payments in respect of certain cash tax savings of Emdeon that are the subject of the Tax Receivable Agreement (Reorganizations) to be entered into by and among Emdeon, H&F ITR Holdco, L.P., GA ITR Holdco, L.P. and GA-H&F ITR Holdco, L.P., and that relate to EBS Acquisition II and transactions entered into by the EBS Members.
(c) The parties acknowledge that Emdeon is issuing the Emdeon Shares to the EBS Members pursuant to Section 1.6(b) in reliance upon the representations given by the EBS Members in Section 3.2 of the Reorganization Agreement, dated as of , 2009, by and among Emdeon, the EBS Members and the other persons party thereto (the “Reorganization Agreement”).
Conversion of Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any party:
(a) Each Equity Interest of Merger Sub issued and outstanding immediately before the Effective Time will be converted into and become one newly issued limited liability company membership interest of the Surviving Company, so that, after the Effective Time, Parent will be the holder of all of the issued and outstanding Equity Interests of the Surviving Company.
(b) Each Unit issued and outstanding immediately before the Effective Time will be converted into and represent the right to receive an amount equal to the Per Unit Share of each payment of Merger Consideration that is payable to Former Equity Owners (whether at the Closing or at any time or times thereafter), under the terms of and subject to the procedures and limitations set forth in this Article II. From and after the Effective Time, each holder of any Units will have no rights with respect thereto, other than to receive amounts with respect thereto pursuant to the immediately preceding sentence.
Conversion of Interests. The manner, if any, of:
