Conversion of Limited Liability Company Interests Sample Clauses

Conversion of Limited Liability Company Interests. As of the Effective Time, (i) the limited liability company interest of the Managing Member (as defined in the Company Agreement) shall be converted to a general partner interest in the Partnership and (ii) the limited liability company interest of each Non-Managing Member shall be converted to a limited partner interest in the Partnership, in each case such that the resulting Capital Percentages and Carry Percentages of the Partners with respect to any Permitted Investments are unchanged from the Capital Percentages and Carry Percentages of such Partners (as Members of the Company) immediately prior to the Effective Time. Each Person’s Capital Commitment to the Partnership (including any unpaid portion thereof) shall be identical to its Capital Commitment to the Company immediately prior to the Effective Time.
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Conversion of Limited Liability Company Interests. At the Effective Time, the limited liability company interests (the "INTEREST") in Target of each member ("MEMBER") thereof immediately prior to the Effective Time will, by virtue of the Merger and without further action on the part of any Member, be converted into 4,500,000 shares of fully paid and nonassessable Common Stock, par value $0.01 per share, of Acquirer ("ACQUIRER STOCK"). At the Effective Time, the Interests held by the two Members, shall constitute 100% of the outstanding Interests in Target.
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Conversion of Limited Liability Company Interests. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any member of the Company: (i) any Company Units held by the Company (or held in the Company’s treasury) immediately prior to the Effective Time shall be cancelled and no consideration shall be paid or payable in respect thereof; (ii) except as provided in clause (i) above and subject to Sections 1.5(b) and Section 1.5(c), each Company Unit outstanding immediately prior to the Effective Time shall be converted into the right to receive the number of shares of Parent Common Stock equal to the Per Unit Merger Consideration; and (iii) each unit of limited liability company interests of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one unit of limited liability company interests of the Surviving Company. (i) If, during the period from the date of this Agreement through the Effective Time, the outstanding Company Units or Parent Common Stock are changed into a different number or class of shares or units by reason of any reorganization, reclassification or recapitalization (e.g., any stock or unit split, division or subdivision of shares or units, stock or unit dividend, reverse stock or unit split, consolidation of shares or units, or other similar transaction), or a record date with respect to any such event shall occur during such period, then the Exchange Ratio shall, to the extent it does not so adjust by its terms, be adjusted to the extent appropriate to provide the same economic effect as contemplated by this Agreement prior to such action. (ii) For the avoidance of doubt, it is the intention of each party hereto that, at the Effective Time, the Company Units outstanding immediately prior to the Effective Time shall be converted into the right to receive, in the aggregate, 58.5% of the shares of Parent Fully Diluted Common Stock outstanding following the consummation of both the Merger and the Broadcast Merger (the “Target Ownership”). If the application of Section 1.5(a)(ii) above does not effect the Target Ownership, the parties hereby acknowledge and agree that the Aggregate Merger Consideration and Exchange Ratio shall be automatically adjusted to the extent appropriate to cause the shares of Parent Common Stock issued hereunder to equal the Target Ownership. (c) No fractional shares of Parent Common Stock shall be issued in ...
Sample 1
Conversion of Limited Liability Company Interests. At the Effective Time, the outstanding limited liability company interests of the Company, by virtue of the Conversion and without further action on the part of any member of the Company, shall be automatically exchanged for capital stock of the Converted Entity as set forth on Exhibit E attached hereto and incorporated by reference herein. No certificates or scrip representing fractional shares or book-entry credit of Common Stock (as defined in Exhibit E) shall be issued upon the exchange of outstanding limited liability company interests of the Company pursuant to this Plan of Conversion. All fractional shares of Common Stock which a holder of limited liability company interests of the Company would be otherwise entitled to receive as a result of the Conversion shall be aggregated and, in lieu of any fractional share to which a holder of limited liability company interests of the Company would otherwise be entitled, such holder shall be entitled to receive an amount in cash, without interest, equal to the product of such fractional share and $[15.00].
Sample 1
Conversion of Limited Liability Company Interests. At the Effective Time, each membership unit (a "Unit") or portion thereof representing a membership interest in LLC of each member ("Member") thereof immediately prior to the Effective Time will, by virtue of the Merger and without further action on the part of any Member, be converted into [16,215.891] shares of fully paid and nonassessable Common Stock, par value $0.01 per share, of xxxxxxxx.xxx ("xxxxxxxx.xxx Common Stock").
Sample 1
Conversion of Limited Liability Company Interests. At the Second Step Effective Time, the following shall occur or result by virtue of the Second Step Mergers and without any action on the part of the AII Companies, the Survivor Entities or their respective members: (a) AII BTC and GDC SMG. The limited liability company interests of AII BTC issued and outstanding immediately prior to the Second Step Effective Time shall be converted into the right to receive an amount of cash equal to $22,538,000 (the “GDC SMG Merger Consideration”). Cash from the Fund in the amount of $1,779,000 shall be applied towards the GDC SMG Merger Consideration in accordance with the terms of the Escrow Agreement and the remaining $20,759,000 shall be paid, or caused to be paid, by GDC SMG. All of the limited liability company interests of GDC SMG issued and outstanding immediately prior to the Second Step Effective Time shall remain outstanding.
Sample 1

Related to Conversion of Limited Liability Company Interests

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable. (2) A Limited Partner shall have no liability in excess of his obligation to make contributions to the capital of the Partnership and his share of the Partnership’s assets and undistributed profits, subject to the qualifications provided in the Partnership Act.

  • The Limited Liability Company The Members have created a limited liability company: The operations of the Company shall be governed by the laws located in the State of Governing Law and in accordance with this Agreement as follows:

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership. (b) The Partnership is formed for the object and purpose of (and the nature of the business to be conducted by the Partnership is) engaging in any lawful activity for which limited partnerships may be formed under the Delaware Act and engaging in any and all activities necessary or incidental to the foregoing.

  • Limited Liability Company The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

  • Limited Liability Except as provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

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