Conversion of Membership Interests Sample Clauses

Conversion of Membership Interests. As of the Effective Time, all Membership Interests shall be automatically converted, on a one-for-one basis, into partnership interests in the Fund and the Membership Interests shall no longer be outstanding and shall automatically be cancelled and cease to exist.

Conversion of Membership Interests. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof (but subject to Section 1.10): (a) Each Class A Common Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive in cash the sum of (i) the Class A Preference Amount for such Class A Common Unit plus (ii) the Per Unit Portion of the Final Residual Cash Consideration (provided that, at the Closing, the amount to be paid with respect to each Class A Common Unit shall be based instead upon the Per Unit Portion of the Closing Residual Cash Consideration), payable to the holder thereof in accordance with Section 1.03(a) below. (b) Each Class B Common Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive in cash the Per Unit Portion of the Final Residual Cash Consideration (provided that, at the Closing, the amount to be paid with respect to each Class B Common Unit shall be based upon the Per Unit Portion of the Closing Residual Cash Consideration), payable to the holder thereof in accordance with Section 1.03(a) below (or, pursuant to Section 1.03(b) below, to the Escrow Agent on behalf of the holder thereof) . The aggregate consideration to which holders of Class A Common Units and holders of Class B Common Units become entitled pursuant to Section 1.02(a) and this Section 1.02(b) is referred to herein as the “Merger Consideration.” (c) For purposes of this Agreement, the term “Closing Residual Cash Consideration” means (i) the Base Consideration, minus (ii) Estimated Indebtedness, plus (iii) the amount, if any, by which Estimated Net Working Capital exceeds the Target Net Working Capital, minus (iv) the amount, if any, by which Estimated Net Working Capital is less than the Target Net Working Capital, minus (v) the Escrow Amount, minus (vi) the Holdback Amount, plus (vii) Estimated Cash, minus (viii) the amount of Estimated Transaction Expenses, minus (ix) the Aggregate Class A Preference Amount, plus (x) the amount of Estimated Transaction Tax Benefits, minus (xi) the Estimated Pre-Closing Income Tax Amount.

Conversion of Membership Interests. 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: (a) any Company Interest then held by the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor (such units of Company Interests, together with any Dissenting Units (as defined below), the “Disregarded Units”); (b) except as provided in subsection “(a)” of this Section 5, each Company Interest issued and outstanding immediately prior to the Effective Time (except for Disregarded Units) shall cease to be an existing and issued Company Interest, and shall be converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive: (i) a non-assignable right to receive a number of shares of Parent Common Stock equal to (A) the Per Unit Stock Amount, minus (B) the Per Unit Holdback Stock Amount, required to be delivered in accordance with Section 5(d) below, as, when and in such amounts as such shares are required to be made; (ii) a non-assignable contingent right to receive an amount of cash equal to (A) the First Cash Payment Amount divided by (B) the Outstanding Units, if any, required to be delivered in accordance with Section 5(f), as and when such deliveries are required to be made; (iii) a non-assignable contingent right to receive an amount of cash equal to (A) the Second Cash Payment Amount divided by (B) the Outstanding Units, if any, required to be delivered in accordance with Section 5(g) below, as and when such deliveries are required to be made; (iv) a non-assignable contingent right to receive an amount of cash equal to (A) the Third Cash Payment Amount divided by (B) the Outstanding Units, if any, required to be delivered in accordance with Section 5(h) below, as and when such deliveries are required to be made; (v) a non-assignable contingent right to receive a number of shares of Parent Common Stock (or, following the consummation of a Qualifying Acquisition, shares of the publicly listed company that acquired Parent) equal to (A) the Earnout Stock Consideration divided by (B) the Outstanding Units, if any, required to be delivered in accordance with Section 5(i) below, as and when such deliveries are required to be made; (vi) a non-assignable contingent right to receive the portion of the Holdback Amount, if any, as and when such deliveri...

Conversion of Membership Interests. At the Recapitalization Effective Time and by virtue of the Recapitalization Merger and without any action on the part of the Company, Purchaser or PurchaserSub or their respective equity holders: (a) Each membership interest in PurchaserSub outstanding immediately prior to the Recapitalization Effective Time shall be converted into one validly issued, fully paid and non-assessable Class A Common Unit of the Surviving Company. (b) Except as otherwise provided in Sections 2.04(c), (d) or (e), each Company Common Unit outstanding immediately prior to the Recapitalization Effective Time shall be converted into the right to receive $59.01333 in cash, without interest (the “Per Unit Merger Consideration”), subject to adjustment as set forth in Section 2.06. Such cash consideration to be received in respect of the Company Common Units is referred to herein as the “Recapitalization Merger Consideration.” All such Company Common Units, when so converted pursuant to this Section 2.04(b), shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist. Each holder of Company Common Units so converted shall cease to have any rights with respect thereto, except the right to receive, without interest, the applicable Recapitalization Merger Consideration. (c) The Company Common Units set forth on Schedule 2.04(c) (such Company Common Units, the “Retained Units”), which represent at least 357,184 Company Common Units, shall not be converted into the right to receive cash in accordance with Section 2.04(b), but shall be converted into one validly issued, fully paid and non-assessable Class A Common Unit of the Surviving Company (such Common Units, the “Exchange Units”). The Retained Units are, as of the date hereof, owned by the unitholders of the Company as set forth on Schedule 2.04(c). For the avoidance of doubt, the parties hereto agree that, after the date hereof and prior to the Reorganization Effective Time, Schedule 2.04(c) (i) may be supplemented and/or amended in a writing, signed by each of the parties hereto, to designate additional Company Common Units as Retained Units and to identify the owners of such Retained Units, and (ii) will be deemed to be automatically updated to reflect any transfer of ownership of any Retained Units permitted hereunder. (d) Each Company Common Unit held by the Company in treasury or owned by Purchaser or any Purchaser Subsidiary immediately prior to the Recapitalization Effective Time shall au...

Conversion of Membership Interests. (a) At the Effective Time, each membership interest of LLC issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $10.00 per share, of the Surviving Company. (b) At the Effective Time, each share of common stock, par value $10.00 per share, of Metropolis ("Metropolis Stock") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one validly issued, fully paid and nonassessable unit of membership interest in Holdings. (c) At the Closing, Holdings shall issue, or cause to be issued, in the name of each holder of Metropolis Stock issued and outstanding immediately prior to the Effective Time and only upon delivery to Holdings of Certificates representing each such holder's Metropolis Stock, a certificate or certificates representing the number of units of membership interest of Holdings into which the Metropolis Stock of such holder has been converted in accordance with Section 3.01(b) hereof.

Conversion of Membership Interests. At the Effective Time, by virtue of the Merger and without any action on the part of KMG, W&T, KMG Sub, Surviving Entity or Merger Sub, the aggregate Membership Interests, all of which are held by KMG, will be converted to the right to receive, in the aggregate, $1,339,400,000 (the “Base Merger Consideration”), adjusted as specified in Sections 2.1.2, 2.2 and 2.3. As of the Effective Time, all such Membership Interests will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and KMG will cease to have any rights with respect to the Membership Interests, except the right to receive the Base Merger Consideration, as it may be adjusted pursuant to the terms hereof.

Conversion of Membership Interests. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, New Insurer, Holdings, the Surviving Corporation or the holder of any of the following securities: (a) The rights of Members of the Company arising under the subscription agreements between Members and the Company (the "Subscription Agreements"), the Company's Bylaws, the California Insurance Law and otherwise, including, without limitation, the right to vote for members of the Board of Governors and on other matters and to participate in any distribution of surplus on liquidation of the Company (but not including contractual rights arising under Policies (the "Membership Interests"), in existence immediately prior to the Effective Time shall be cancelled and extinguished and be converted into the right to receive shares of Common Stock as set forth in this Agreement. (b) The Members entitled to receive Merger Shares shall be the Eligible Members. The Merger Shares shall be allocated among the Eligible Members as described in this Article II. (c) Each share of common stock of New Insurer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Conversion of Membership Interests. At the Effective Time, by virtue of the Merger, and without any action on the part of the holders thereof: 1.2.1. Each of the units of RCP membership interest ("RCP Units") held by RCP members as described in Appendix A (the "RCP Members"), which shall be outstanding immediately prior to the Effective Time and other than RCP Units which are dissenting units, shall cease to be outstanding and shall be converted into shares of common stock, $.01 par value, of Parent ("Parent Common Stock") at a ratio of Three Thousand (3,000) shares of Parent Common Stock for each one (1)

Conversion of Membership Interests. On the Conversion Date, by virtue of the Conversion and without any action on the part of any of the parties hereto or any policyholder of BCBSKS, all membership interests shall be extinguished and, in exchange therefor, each Eligible Policyholder shall have the right, as provided in the Plan of Conversion, to receive cash in an amount equal to such Eligible Policyholder's proportionate allocable share of the Purchase Price, as provided in the Plan of Conversion, such amount to be distributed in accordance with the Plan of Conversion and this Agreement.

Conversion of Membership Interests. On the Effective Date, and without any further action by Transitory or CME, all Membership Interests in Transitory shall be converted into common stock of CME in accordance with the following: (a) Each individual Chicago Mercantile Exchange division Membership Interest in Transitory shall be converted into (i) 16,200 fully paid and nonassessable shares of the Class A Common Stock, $.01 par value of CME and (ii) one fully paid and nonassessable share of the Class B Common Stock, Series B-1, $.01 par value of CME. (b) Each individual International Monetary Market division Membership Interest in Transitory shall be converted into (i) 10,800 fully paid and nonassessable shares of the Class A Common Stock, $.01 par value of CME and (ii) one fully paid and nonassessable share of the Class B Common Stock, Series B-2, $.01 par value of CME. (c) Each individual Index and Option Market division Membership Interest in Transitory shall be converted into (i) 5,400 fully paid and nonassessable shares of the Class A Common Stock, $.01 par value of CME and (ii) one fully paid and nonassessable share of the Class B Common Stock, Series B-3, $.01 par value of CME. (d) Each full individual Growth and Emerging Markets division Membership Interest in Transitory shall be converted into one fully paid and nonassessable share of the Class B Common Stock, Series B-4, $.01 par value of CME. (e) Each fractional Growth and Emerging Markets division Membership Interest in Transitory shall be converted into one fully paid and nonassessable share of the Class B Common Stock, Series B-1, $.01 par value of CME.