Conversion of the Company Membership Interests Sample Clauses

Conversion of the Company Membership Interests. Subject to other provisions of this ARTICLE 3: (i) One hundred percent (100%) of the Company Membership Interests issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger, be converted automatically into validly issued, fully paid, and non-assessable shares of Parent Series B Preferred Stock and validly issued, fully paid, and non-assessable shares of Parent Common Stock (collectively, the “Merger Consideration”), in such proportion of Parent shares of Series B Preferred Stock to shares of Parent Common Stock as Company Parent may specify to Parent in writing no later than three days before the Closing Date, provided that, as of the Effective Time, (i) the shares of Parent Series B Preferred Stock included in the Merger Consideration (for the avoidance of doubt, excluding any Contingent Shares) will, in the aggregate, represent, for income tax purposes, not less than eighty percent (80%) of the voting power of the interests in Parent that are treated as equity for federal income tax purposes (calculated on a fully diluted basis), and (ii) the Merger Consideration (for the avoidance of doubt, excluding any Contingent Shares) shall comprise 70.79% of the economic interests in the Parent (calculated on a fully diluted basis, prior to the issuance of any options referenced in Section 8.7(i) and assuming the issuance of shares to the Vendor as set forth on Schedule 3.1). The capitalization of the Parent as of the Effective Time shall be as set forth on Schedule 3.1. (ii) At the Effective Time, all Company Membership Interests shall automatically be canceled and retired and no longer outstanding and shall cease to exist.

Conversion of the Company Membership Interests. (i) All of the Company Membership Interests issued, outstanding and vested immediately prior to the Effective Time or issued and outstanding Company Membership Interests that vest as a result of the Closing will be automatically cancelled and extinguished and be converted, collectively, into the right to receive (A) at Closing, subject to Section 2.8, the Company Shares, and (B) the Company Contingent Shares. (ii) All issued Company Membership Interests under the Company’s Incentive Plan (“MIP”) that, absent this Section 2.5(a)(ii), would otherwise be unvested immediately following the Effective Time, will be automatically cancelled and extinguished and be converted into the right to receive (A) at Closing, an economically-equivalent number of shares of Parent Common Stock (the “Restricted Closing Shares”) and (B) following the Closing and continuing for so long as any Restricted Shares remain subject to the transfer and forfeiture restrictions set forth below and subject to applicable securities laws and stock exchange rules, in the event that any additional shares of Parent Common Stock are issued, an additional number of shares of Parent Common Stock (the “Restricted Post-Closing Shares”, and together with the Restricted Closing Shares, the “Restricted Shares”; the Restricted Shares, together with the Closing Shares and the Contingent Shares, the “Merger Consideration”) such that, following such issuance, the percentage of Parent Common Stock held by each holder of Restricted Shares pursuant to this Section 2.5(a)(ii) remains unchanged, in each case that are subject to transfer and forfeiture restrictions that are substantially similar to the transfer and forfeiture restrictions as were applicable to the exchanged unvested Company Membership Interests. (iii) The Restricted Shares, Company Shares and Company Contingent Shares shall be paid to the Members in the respective proportions set forth on Schedule 2.5(a)(iii) of the Company Disclosure Letter.

Conversion of the Company Membership Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, each of the Company Interests by virtue of the Merger and without the need for any further action on the part of Parent, Merger Sub, the Company or the Company Members, shall be converted into and represent the right of the Persons (as defined in Section 3.04) set forth on Schedule 1.02(b) to receive such Person's share of the following consideration, in the percentage set forth on Schedule 1.02(b) (as to each such Person, such "Share of Consideration"): (i) up to U.S. Nine Million and No/100 Dollars ($9,000,000.00) in cash or otherwise in immediately available funds (the "Cash Consideration"), which shall be paid solely from the following: (a) an amount equal to thirty-eight percent (38%) of all cash actually collected with respect to those certain jobs (the "Selected Receivables") set forth on Schedule 1.02(b)(i)(a); and (b) the Net Profits (as defined below) associated with accounts receivable of the Company, other than the Selected Receivables and the accounts receivable related to the contract between the Company and MSS at Stennis dated July 18, 2006 (the "Stennis Receivable") (such accounts receivable, excluding the Selected Receivables and the Stennis Receivable, are hereinafter referred to as the "Company Receivables") actually earned and collected with respect to completed jobs only during the twenty-four (24) month period following the Closing Date (the "Collection Period"). To the extent any Company Receivables are not actually collected during the Collection Period, such Company Receivables (and the Net Profits with respect thereto) shall be retained by the Surviving Corporation. For purposes of this Agreement, "Net Profits" with respect to collection of the Company Receivables or the Stennis Receivables (for purposes of Section 1.02(b)(v) below), shall be determined on an individual basis with respect to each Company Receivable that has been collected and is related to a completed job, or the Stennis Receivable, as applicable, and shall mean the amount by which revenues associated with such Company Receivable or Stennis Receivable (as applicable) exceeds all related direct costs and expenses, as finally determined by the Chief Financial Officer of Parent in accordance with generally accepted accounting principles consistently applied ("GAAP"). Payment of any portion of the Cash Consideration due to the Persons set forth on Schedule 1.02(b) for a subject Selected Rec...