Conversion of Merger Sub Units. Each issued and outstanding Merger Sub Unit immediately prior to the Effective Time shall be converted into and become one (1) duly authorized, validly issued, fully paid and nonassessable common unit of the Surviving Entity (the “Surviving Entity Units”).
Conversion of Merger Sub Units. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any holder of any unit of Merger Sub, each unit of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable unit of the Surviving Company, and the units of the Surviving Company into which the units of Merger Sub are so converted shall be the only units of the Surviving Company that are issued and outstanding immediately after the Effective Time.
Conversion of Merger Sub Units. Each unit of membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) newly issued, fully paid and non-assessable unit of membership interest of the Surviving Entity.
Conversion of Merger Sub Units. All of the Merger Sub Units issued and outstanding immediately prior to the Effective Time shall in the aggregate automatically be converted into one share of common stock of the Surviving Corporation, resulting in New Parent being the sole stockholder of Existing Parent.
Conversion of Merger Sub Units. Each (i) common unit of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one Unit (as defined in the Operating Agreement) in the Surviving Company and, in accordance in accordance with § 18-301(b)(3) of the DLLCA, Parent shall be admitted to the Surviving Company as the sole member of the Surviving Company upon the Effective Time. Concurrently therewith, all Members (as defined in the Operating Agreement) of the Company as of immediately prior to the Effective Time shall cease to be members of the Company and shall not be deemed members of the Surviving Company, the schedules of Members attached to the Operating Agreement as Schedule A, Schedule B and Schedule C thereto shall be amended to reflect the foregoing and the Company shall continue without dissolution.
Conversion of Merger Sub Units. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Target or the Selling Parties, each unit of Merger Sub (the "Sub Units") issued and outstanding immediately prior to the Effective Time shall be converted into one unit of the Surviving Company (the "Converted Units"). The Converted Units shall constitute the only membership interests of the Surviving Company at the Effective Time. From and after the Effective Time, any certificates representing Sub Units shall be deemed for all purposes to represent the Converted Units until the Board of Directors of the Surviving Company issues new certificates in respect of such Converted Units.
Conversion of Merger Sub Units. Each Equity Security of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid and validly issued common unit of the Surviving Company.
Conversion of Merger Sub Units. The limited liability company interests in Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for a number of “Class B Units” in the Surviving Company equal to the Buyer Number (it being understood that such “Class B Units” in the Surviving Company will have the same aggregate fair market value as the Preferred Units and Common Units outstanding immediately prior to the Effective Time (other than the Blocker Company Units and the Rollover Company Units)).
Conversion of Merger Sub Units. The membership interests of Merger Sub (the “Merger Sub Units”) issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and non-assessable Company Common Unit (the “Subject Unit”). Parent, as the holder of such Subject Unit at the Effective Time, shall be automatically admitted as the sole member of Company at the Effective Time notwithstanding any provision of the Company LLC Agreement.
Conversion of Merger Sub Units. At the Effective Time, by virtue of the Merger and without any action on the part of any party or any other Person, the limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) limited liability company interest in the Surviving Company and shall constitute the sole limited liability company interest of the Surviving Company as of immediately following the Effective Time (other than the Company Units owned by Blocker Corp as of immediately prior to the Effective Time).
