Common use of Conversion of Membership Interests Clause in Contracts

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 As of the Effective Time, by virtue of the Merger and without any action on the part of the parties or the registered holders thereof of any shares of capital stock of the Company (but subject to Section 1.10each a “Company Stockholder,” and collectively, the “Company Stockholders”): (a) Each Class A Common Unit issued and unit of outstanding immediately prior to membership interest of AAHP (the Effective Time “Membership Interests”) shall be converted into and become 1.2192383 fully paid and non-assessable shares of common stock, par value $0.001 per share, of the Surviving Corporation (the “Company Common Stock”). The number of shares of Company Common Stock issued to each member of AAHP (each a “Member” and collectively the “Members”) in accordance with this Section 2.1(a) shall hereafter be referred to as the “Merger Shares”. At the Effective Time, all Membership Interests of AAHP shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each AAHP Member shall cease to have any rights with respect thereto, except 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) belowMerger Shares. (b) Each Class B No fraction of a share of Company Common Unit issued Stock will be issued, but in lieu of such issuance, each AAHP Member who would otherwise be entitled to a fraction of a share of Company Common Stock as a result of the conversion and outstanding immediately prior exchange of shares contemplated by this Article II shall receive from the Company one (1) additional share of Company Common Stock. The fractional share interest of AAHP Members shall be aggregated such that no AAHP Member shall receive more than the one (1) share of Company Common Stock with respect to any interest in fractional shares. (c) The judgment held by SCR against the Effective Time Company in the amount of One Hundred Eighty Four Thousand Seven Hundred Twenty One Dollars ($184,721) at September 30, 2007, plus any accrued but unpaid interest thereon, (the “Judgment”) shall be converted into Company Common Stock at a conversion price of $.10 per share immediately before the right to receive Reverse Stock Split and deemed satisfied in cash the Per Unit Portion of the Final Residual Cash Consideration (provided thatfull. Upon such conversion, at the Closing, the amount SCR shall cause to be paid filed a Satisfaction of Judgment 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 Considerationissuing court.” (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: (a) Except as otherwise provided in Section 1.02(c), by virtue each Member's Company Membership Interest outstanding immediately prior to the Effective Time will be converted, without any action on the part of the holder thereof, into the right to receive the number of shares of Holdco Common Stock equal to the Merger Share Number multiplied by the Percentage evidenced by such Company Membership Interest calculated as of immediately prior to the Effective Time to the nearest one-hundredth of a percent (the "MERGER CONSIDERATION"). Fractional shares of Holdco Common Stock will be rounded up or down to the next whole share of Holdco Common Stock. (b) All Company Membership Interests converted into the right to receive Holdco Common Stock pursuant to this Article I will no longer be outstanding and will automatically be canceled as of the Effective Time. Certificates representing whole shares of Holdco Common Stock will be issued in accordance with Section 1.04. If, prior to the Effective Time, the number of outstanding Company Membership Interests or shares of Holdco Common Stock has been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, an appropriate and proportionate adjustment will be made to the Merger Consideration. (c) Notwithstanding anything in the Agreement to the contrary, at the Effective Time, all Company Membership Interests that are owned by the Company, Holdco, Parent or any of their wholly owned Subsidiaries will be canceled, and no stock of Holdco or other consideration will be delivered in exchange therefor. (d) Each membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically and without any action on the part of the holders holder thereof (but subject to Section 1.10): (a) Each Class A Common Unit be converted into one validly issued, fully paid and nonassessable membership interest of the Surviving Entity, which as of the Effective Time will constitute all of the 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 capital stock 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) belowSurviving Entity. (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. (a) At the Effective Time, by virtue of the Merger and without any further action on the part party of the holders thereof (but subject to Section 1.10): (a) Each Class A Common Unit any Party, each Membership Interest issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the applicable portion set forth in cash the sum Ownership Schedule of (i) the Class A Preference Amount for such Class A Common Unit plus Modified Closing Payment and the Rollover Stock, and (ii) (A) the Per Unit Portion of Positive Adjustment Amount, if any, (B) the Final Residual Cash Consideration Purchase Price Adjustment Holdback Amount (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 Considerationor any remaining portion thereof), payable to if any, and (C) the holder thereof Indemnity Holdback Amount (or any remaining portion thereof), if any, as and when such amounts become due in accordance with this Agreement. Notwithstanding the foregoing, (x) any Member who fails to deliver a Member Questionnaire certifying that such Member is an Accredited Investor on or prior to the delivery date set forth in Section 1.03(a4.17, shall receive all of the Estimated Merger Consideration payable to such Member in cash and such Member shall not be entitled to receive any portion of the Rollover Stock (the portion of Rollover Stock that such Member would have been entitled to receive had such Member delivered a Member Questionnaire certifying that such Member is an Accredited Investor, the “Reallocated Stock”) belowand (y) the other Members who delivered a Member Questionnaire certifying that such Members are Accredited Investors pursuant to Section 4.17 shall each receive a pro rata portion of all Reallocated Stock, determined in accordance with the Ownership Schedule, and their respective cash portions of the Estimated Merger Consideration shall be reduced by an amount equal to the product of the applicable portion of the Reallocated Stock allocated to each such Member multiplied by the Average Rollover Share Price (or, if the Average Rollover Share Price is greater than the Maximum Share Price, then the Maximum Share Price). At the Effective Time, all Membership Interests will no longer be outstanding and will be cancelled and retired automatically and will cease to exist, and each holder of a Membership Interest will cease to have any rights with respect thereto, except the right of the Members to receive the cash and portion of the Rollover Stock described in this Section 2.6(a). (b) Each Class B Common Unit issued and outstanding immediately prior to the Effective Time The aggregate number of shares of Rollover Stock shall be converted into the right equal to receive in cash the Per Unit Portion (i) one-third (1/3) of the Final Residual Cash Consideration Estimated Merger Consideration, divided by (provided thatii) the Average Rollover Share Price (or, at if the ClosingAverage Rollover Share Price is greater than the Maximum Share Price, then the amount Maximum Share Price). Buyer shall allocate the Rollover Stock among the Members in accordance with the Ownership Schedule (subject to be paid adjustment for any Reallocated Stock, as applicable); provided, however, that with respect to each Class B Common Unit any fractional share of Rollover Stock allocated to any Member, such fractional share shall be based upon the Per Unit Portion of the Closing Residual Cash Consideration)rounded down and Buyer shall pay to such Member an additional amount, payable in cash, equal to the holder thereof in accordance with Section 1.03(a) below applicable fractional share multiplied by the Average Rollover Share Price (or, pursuant to Section 1.03(b) belowif the Average Rollover Share Price is greater than the Maximum Share Price, to then the Escrow Agent on behalf Maximum Share Price). The “Average Rollover Share Price” shall be the volume-weighted average price per share of the holder thereofBuyer Common Stock as reported on NASDAQ for the twenty (20) . The aggregate consideration to which holders of Class A Common Units Trading Days beginning on the twenty-fourth (24th) Trading Day immediately preceding the Closing Date and holders of Class B Common Units become entitled pursuant to Section 1.02(aending on the fifth (5th) and this Section 1.02(b) is referred to herein as Trading Day immediately preceding the “Merger Consideration.” (c) For purposes of this AgreementClosing Date; provided, the term “Closing Residual Cash Consideration” means however, that (i) in the Base Considerationevent that the Average Rollover Share Price is less than Thirty-Eight and 45/100 Dollars ($38.45) (the “Minimum Share Price”), minus Buyer shall have the right, in its sole discretion, to increase the percentage, including to one hundred percent (100%), of the Estimated Merger Consideration that is payable in cash and decrease the percentage, including to zero, payable in Rollover Stock and (ii) notwithstanding anything to the contrary in the foregoing, in the event that the Average Rollover Share Price is greater than Fifty-Three and 83/100 Dollars ($53.83) (the “Maximum Share Price”), Buyer shall pay the Rollover Stock as if, and assuming that, the actual Average Rollover Share Price was equal to the Maximum Share Price, with no reduction to the portion of the Estimated IndebtednessMerger Consideration that is payable in cash. For the avoidance of doubt, plus (iii) if the amountAverage Rollover Share Price is less than the Minimum Share Price, Buyer shall pay the Rollover Stock, if any, by which Estimated Net Working Capital exceeds based on the Target Net Working Capital, minus (iv) Average Rollover Share Price and not the amount, if any, by which Estimated Net Working Capital is less than Minimum Share Price. The Minimum Share Price and the Target Net Working Capital, minus (v) Maximum Share Price shall be subject to 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 Amountadjustments set forth in Annex III.

Conversion of Membership Interests. At The manner and basis of converting the Effective Timemembership interests of Medtrust shall be as follows: 1. Subject to the provisions of paragraphs (c) and (d) below, the Members of Medtrust shall receive in the aggregate 24,000 shares (the "Share Consideration") of DHS Class B common stock, no par value per share (the "DHS Common Stock") plus an aggregate amount of cash equal to $120,000 plus the amount of cash or cash equivalents held by virtue Medtrust as of the Merger date hereof (the "Cash Consideration"). 2. Subject to the provisions of paragraphs (c) and without any action on the part (d) below, each membership interest of the holders thereof (but subject to Section 1.10): (a) Each Class A Common Unit issued and Members of Medtrust outstanding immediately prior to the Effective Time shall will be converted into and represent the right to receive in the number of shares of DHS Common Stock and that amount of cash the sum of (i) the Class A Preference Amount for such Class A Common Unit plus (ii) the Per Unit Portion determined by multiplying each of the Final Residual Share Consideration and the Cash Consideration (provided that, at the Closingby a fraction, the amount to be numerator of which is the aggregate Initial Membership Fee paid with respect to each Class A Common Unit by the respective Member for its Approved Physicians (as defined in the Bylaws of Medtrust) and the denominator of which is the aggregate Initial Membership Fees paid by all Members then holding membership interests in Medtrust on behalf of their Approved Physicians (the "Merger Consideration"). For purposes hereof, Initial Membership Fee shall be based instead upon include only the Per Unit Portion initial membership fees paid by a Member and shall expressly exclude any ongoing dues or assessments paid by a Member in support of the Closing Residual Cash Consideration), payable to the holder thereof in accordance with Section 1.03(a) belowoperational expenses of Medtrust. (b) Each Class B 3. In the event that DHS changes the number of shares of DHS Common Unit Stock issued and outstanding immediately after the date hereof and prior to the Effective Time as a result of a stock split, stock dividend, recapitalization or other similar transaction, the Share Consideration shall be converted into proportionately adjusted. 4. No certificates for fractions of shares of DHS Common Stock and no scrip or other certificates evidencing fractional interests in such shares shall be issuable and any such fractional share which would otherwise be issued shall be rounded to the right to receive in cash the Per Unit Portion of the Final Residual Cash Consideration (provided that, at next highest whole share. 5. At the Closing, DHS shall deliver to counsel for Medtrust the amount original of all certificates of DHS Common Stock to be paid issued as part of the Share Consideration together with respect the Cash Consideration in immediately available funds. Such certificates shall then be forwarded by regular mail with appropriate checks for the Cash Consideration to the address of record of each Class B Common Unit Member. 6. At any time prior to the mailing of the notice of the Special Meeting, the Board of Directors may revise the method of allocation of the Share Consideration and Cash Consideration among the Members, make appropriate revisions to the Plan of Merger and submit such revised plan to the Members for their approval. The provisions of Section 3.1(b) regarding allocation shall be based upon the Per Unit Portion of the Closing Residual Cash Consideration), payable amended 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 Considerationincorporate such revised allocations.” (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.