Conversion of Membership Interest. Upon the Incapacity of a Member, such Incapacitated Member’s Membership Interest shall automatically be converted to an Economic Interest only, and such Incapacitated Member (or its executor, administrator, trustee, or receiver, as applicable) shall thereafter be deemed an Assignee for all purposes hereunder, with the same Economic Interest as was held by such Incapacitated Member prior to its Incapacity, but without any other rights of a Member unless the holder of such Economic Interest is admitted as a Substitute Member pursuant to Section 6.6 above.
Conversion of Membership Interest. Upon the Incapacity of a Member (and the subsequent continuation of the business of the Company pursuant to Paragraph 8.2(c), such Incapacitated Member's Membership Interest shall automatically be converted to an Economic Interest only, and such Incapacitated Member (or its executor, administrator, trustee or receiver, as applicable) shall thereafter be deemed an Assignee for all purposes hereunder, with the same Economic Interest as was held by such Incapacitated Member prior to its Incapacity, but without any other rights of a Member unless the holder of such Economic Interest is admitted as a Substitute Member pursuant to Paragraph 7.6.
Conversion of Membership Interest. Upon the dissolution, Bankruptcy or termination (other than by merger or consolidation) of a Member, such Member’s Membership Interest shall automatically be converted to an Economic Interest only, and such Member (or its executor, administrator, trustee or receiver, as applicable) shall thereafter be deemed a Non-Managing Member for all purposes hereunder, with such Economic Interest, but without any other rights of a Member.
Conversion of Membership Interest. The Membership Interest held by each Member immediately prior to the Effective Time (other than Dissenting Membership Interests) shall be converted into the right to receive such Portion of the Closing Merger Consideration, the First Milestone Payment, if any, the Second Milestone Payment, if any, the Third Milestone Payment, if any, and the Holdback Amount paid to the Members, if any, without interest, as set forth in the Consideration Spreadsheet, at the times and upon the terms and subject to the conditions set forth in this Agreement.
Conversion of Membership Interest. Upon the Incapacity of a Member, such Incapacitated Member shall be entitled to receive only the allocations and distributions attributable to the Member's Membership Interest in the Company, if any, but shall not be entitled to any other rights of a Member. Such Incapacitated Member (or its executor, administrator, trustee or receiver, as applicable) shall thereafter be deemed an Assignee for all purposes hereunder unless the Member of such Membership Interest is admitted as a Substitute Member pursuant to Paragraph 7.7.
Conversion of Membership Interest. (a) At the Effective Time, each membership interest of GRP (“Membership Interest”) (individually a "GRP Membership Interest" and collectively, the "GRP Membership Interests ") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of GRP, MGOL, or the holder thereof, be converted into and shall become fully paid and nonassessable MGOL common shares determined by dividing (i) Ten Million Two Hundred Fifty-eight Thousand, Eight Hundred Twenty-One (10,258,821), by (ii) the total number of Membership Interests of GRP, One Hundred Twelve Million (112,000,000) outstanding Membership Interests immediately prior to the Effective Time (such quotient, the “Exchange Ratio”). The holder of one or more Membership Interests of GRP shall be entitled to receive in exchange therefore a number of shares of MGOL Common Stock equal to the product of (x) (the number of Membership Interests of GRP (112,000,000)), times (y) (the Exchange Ratio. By way of example, 10,258,821 / 112,000,000 = .0916 (the Exchange Ratio). The number of Membership Interests of GRP held by a member (assume 100,000 Membership Interests) times the Exchange Ratio of .0916 equals 9,160 shares of MGOL Shares to be issued. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of MGOL Common Stock or GRP Membership Interests are changed into a different number of Membership Interests or Shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or similar transaction, the number of shares of MGOL Common Stock into which each share of GRP Common Stock will be converted as a result of the Merger will be adjusted appropriately.
Conversion of Membership Interest. Each share of capital stock of Subsidiary issued and outstanding immediately prior to the Closing shall continue to represent one (1) validly issued, fully paid and non-assessable share of capital stock of the Surviving Corporation after the Merger. By virtue of the Merger and without any action on the part of the Member the Membership Interest owned by the Member in the Company shall be converted into the Initial PainCare Shares described in Section 3.1. The PainCare Shares received by the Member shall not be transferable by the Member other than: (a) by will or the laws of intestate succession; (b) in accordance with applicable state and federal securities laws including without limitation Rule 144 of the Securities Act; and (c) subject to the term and conditions of any applicable lock-up letter.
Conversion of Membership Interest. Eighty percent (80%) of the outstanding Units of the Company of each Member issued and outstanding immediately prior to the Effective Time (“Exchanged Membership Interests”) will be converted into the right to receive their proportional interest in: (i) the Closing Day 80% Consideration of $31,243,000 USD less the Class VI Fee of $976,000 USD which results in a difference of $30,267,000 USD worth of shares of High Tide Common Stock (the “Merger Consideration”). The High Tide Shares being issued as Merger Consideration and to pay the Class VI Fee shall be valued based on the volume weighted average price of the ten (10) trading days prior to the Closing Date of the common stock of High Tide (symbol HITI) on the NASDAQ, and any fractional share of common stock of High Tide that would be awarded will be rounded up the next whole share. The balance of the Units of the Company issued and outstanding immediately prior to the Effective Time will remain outstanding. In satisfaction of the Company’s obligation to Class VI, at the Closing, High Tide shall issue shares of common stock of High Tide (symbol HITI) on the NASDAQ with a value equal to the Class VI Fee (“Class VI Shares”) to Class VI or an Affiliate of Class VI designated by Class VI.
Conversion of Membership Interest. Upon the Incapacity of a Member, such Incapacitated Member’s Units shall automatically be converted to an Economic Interest only, and such Incapacitated Member (or its executor, administrator, trustee, or receiver, as applicable) shall thereafter be deemed an Assignee for all purposes hereunder, with the same Economic Interest as was held by such Incapacitated Member prior to its Incapacity, but without any other rights of a Member unless the holder of such Economic Interest is admitted as a Substitute Member pursuant to Section 7.6 above. Doc#: US1:15482657v3
Conversion of Membership Interest. 25 7.9 COMPLIANCE WITH IRS SAFE HARBOR......................... 25 ARTICLE 8.............................................................. 26
