Conversion of LCE Intermediate Holdings Securities. Upon consummation and by virtue of the LCE Holdco Merger, without any action on the part of LCE Holdco, LCE Intermediate Holdings, or the members of LCE Holdco or stockholders of LCE Intermediate Holdings, each membership interest in LCE Holdco, of which none have been issued and are outstanding that are not held by LCE Intermediate Holdings, shall automatically be cancelled, retired and cease to exist without payment of any consideration therefor and any and all other membership interests in LCE Holdco shall automatically be canceled and shall cease to exist without payment of any consideration therefor.
Conversion of LCE Intermediate Holdings Securities. Upon consummation and by virtue of the LCE Intermediate Holdings Merger, without any action on the part of LCE Intermediate Holdings, the Company or the holders of any of the following securities, (i) each share of 10% Cumulative Preferred Stock, par value $0.001 per share (the “LCE Intermediate Holdings Preferred Stock”), of LCE Intermediate Holdings issued and outstanding immediately prior to the consummation of the LCE Intermediate Holdings Merger shall be converted into a number of fully paid and nonassessable shares of Company Class A-4 Common Stock equal to the Preferred Exchange Ratio and (ii) each share of Common Stock, par value $0.01 per share (the “LCE Intermediate Holdings Common Stock” and, together with the LCE Intermediate Holdings Preferred Stock, the “LCE Intermediate Holdings Capital Stock”), of LCE Intermediate Holdings, of which no shares are outstanding that are not held by the Company, shall automatically be cancelled and cease to exist without payment of any consideration therefor, (iii) each share of LCE Intermediate Holdings Capital Stock, if any, held by LCE Intermediate Holdings as treasury stock immediately prior to the consummation of the LCE Intermediate Holdings Merger shall be cancelled, and no payment of consideration shall be made with respect thereto and (iv) except as provided in this Section 2.7(e), all shares of LCE Intermediate Holdings Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the right to receive the LCE Intermediate Holdings Merger Consideration payable in respect of such shares of LCE Intermediate Holdings Capital Stock. The consideration described in this Section 2.7(e) and payable with respect to a particular share of LCE Intermediate Holdings Capital Stock is referred to herein as the “LCE Intermediate Holdings Merger Consideration.”
