Common use of Conversion of Units Clause in Contracts

Conversion of Units. At the Earthbound Effective Time, by virtue of the Earthbound Merger and without any further action on the part of Buyer, Earthbound Merger Sub, Earthbound I, or any holder of any Earthbound I Units or any units of Earthbound Merger Sub: (i) Except as provided in Section 2.2(f)(ii)-(iv) below, each Earthbound I Class A-1 Preferred Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class A-1 Consideration in cash, without interest; each Earthbound I Class A Preferred Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class A Consideration in cash, without interest; each Earthbound I Class B Common Unit (other than units held by Topco) issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class B Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; each Earthbound I Class C Management Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class C Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; and each Earthbound I Class C-1 Management Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class C-1 Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; (ii) Notwithstanding Section 2.2(f)(i), Topco shall not receive any cash consideration for any of its Earthbound I Units, but instead, shall receive units in the Earthbound Surviving Company having a value equal to the value of the consideration it is entitled to receive for its Earthbound I Units pursuant to Section 2.3(f)(i); (iii) Each Earthbound I Unit that is held in the treasury of Earthbound I or owned by Earthbound I immediately prior to the Earthbound Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; and (iv) Each unit of Earthbound Merger Sub issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into one (1) fully-paid common unit of the Earthbound Surviving Company.

Conversion of Units. At (a) Other than Units held by the Earthbound Effective Time, Company in treasury or owned by virtue of the Earthbound Merger and without any further action on the part of Buyer, Earthbound Merger Sub, Earthbound I, or any holder of any Earthbound I Units or any units of Earthbound Merger Sub: (i) Except as provided in Section 2.2(f)(ii)-(iv) belowParent, each Earthbound I Class A-1 Preferred Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Aggregate Merger Consideration as follows: (i) at the Closing, each Unit Class A-1 Consideration in cashshall entitle the holder thereof to receive the Closing Merger Consideration; (ii) (1) on December 31, without interest; 2008, to the extent earned, each Earthbound I Class A Preferred Unit issued and shall entitle the holder thereof to receive the Milestone Payment 1 divided by the number of Units outstanding immediately prior to the Earthbound Effective Time; and (2) on February 1, 2009, to the extent earned, each Unit shall entitle the holder thereof to receive the Milestone Payment 2 divided by the number of Units outstanding immediately prior to the Effective Time; provided that if there is a bona fide dispute as to the extent to which the Milestone Payment 2 has been earned, the portion of the Milestone Payment 2 in dispute shall not be due and payable until five days after the dispute has been resolved pursuant to the terms of this Agreement. (iii) each Unit shall entitle the holder thereof to receive the quotient obtained by dividing (A) any amount released to Members out of the Escrow Fund pursuant to Article 9 by (B) the number of Units outstanding immediately prior to the Effective Time. (b) each Unit held by the Company in treasury or owned by Parent immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; and (c) the membership interests of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become the right to receive the Per Unit Class A Consideration in cash, without interest; each Earthbound I Class B Common Unit (other than units held by Topco) issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class B Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; each Earthbound I Class C Management Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class C Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; and each Earthbound I Class C-1 Management Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class C-1 Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; (ii) Notwithstanding Section 2.2(f)(i), Topco shall not receive any cash consideration for any of its Earthbound I Units, but instead, shall receive units in the Earthbound Surviving Company having a value equal to the value membership interests of the consideration it is entitled to receive for its Earthbound I Units pursuant to Section 2.3(f)(i); (iii) Each Earthbound I Unit that is held in Surviving LLC with the treasury of Earthbound I or owned by Earthbound I immediately prior to same rights, powers and privileges as the Earthbound Effective Time shall automatically be cancelled and retired membership interests so converted and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange thereforconstitute the only outstanding membership interests of the Surviving LLC; and (ivd) Each unit the parties acknowledge and agree that (i) the Escrow Amount shall be deducted from the Upfront Payment payable to holders of Earthbound Merger Sub issued Units pursuant to this Article 2, and outstanding immediately prior shall only be payable to the Earthbound Effective Time shall be converted into one Members (1x) fully-paid common unit of upon release from the Earthbound Surviving CompanyEscrow Fund in accordance with the Escrow Agreement and (y) to the extent not reduced by indemnification payments pursuant to Article 9 below.

Conversion of Units. At the Earthbound Effective Time, by virtue of the Earthbound Merger and without any further action on the part of BuyerCompany, Earthbound Buyer or Merger Sub, Earthbound I, Sub or any the holder of any Earthbound I Units or any units of Earthbound Merger Subthe following securities: (ia) Except as provided Each common unit of limited liability company interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist, and no consideration shall be delivered in Section 2.2(f)(ii)-(ivexchange therefor. (b) belowEach common unit of limited liability company interest of Company (each, each Earthbound I Class A-1 Preferred a “Company Common Unit”) issued and outstanding immediately prior to the Effective Time that are owned by Company, Buyer or any of their respective Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor (such interests, the “Cancelled Units”). (c) Each Company Common Unit issued and outstanding immediately prior to the Earthbound Effective Time Time, except for the Cancelled Units, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive, subject to the terms and conditions of this Agreement, an amount in cash, without interest, equal to the Per Unit Member Consideration. (d) All Company Common Units converted into the right to receive the Per Unit Class A-1 Member Consideration in cash, without interest; each Earthbound I Class A Preferred Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class A Consideration in cash, without interest; each Earthbound I Class B Common Unit (other than units held by Topco) issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class B Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 this Article I shall no longer be outstanding and 3.3; each Earthbound I Class C Management Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class C Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; and each Earthbound I Class C-1 Management Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class C-1 Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; (ii) Notwithstanding Section 2.2(f)(i), Topco shall not receive any cash consideration for any of its Earthbound I Units, but instead, shall receive units in the Earthbound Surviving Company having a value equal to the value of the consideration it is entitled to receive for its Earthbound I Units pursuant to Section 2.3(f)(i); (iii) Each Earthbound I Unit that is held in the treasury of Earthbound I or owned by Earthbound I immediately prior to the Earthbound Effective Time shall automatically be cancelled and retired and shall cease to existexist as of the Effective Time, and no cash or each holder of a Company Common Unit, all of which are in non-certificated book-entry form, shall thereafter cease to have any rights with respect to such Company Common Units, other consideration than the right to receive, in accordance with Section 2.2, the Per Unit Member Consideration. (e) Discounted Closing Net Asset Value shall be delivered appropriately adjusted if, between the Determination Date and the Effective Time, as permitted by this Agreement, (i) the outstanding Company Common Units shall have been increased or deliverable decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, share split, reverse share split, split-up, combination or exchange therefor; and of shares, (ii) any principal of the underlying portfolio investments that has been repaid, (iii) a dividend or distribution shall have been declared and paid and (iv) Each unit Indebtedness for borrowed money shall have been incurred, paid, discharged or satisfied. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of Earthbound Merger Sub this Agreement. (f) Surviving Company shall be deemed to have issued and outstanding immediately prior to Buyer an amount of common units of limited liability company interest of the Surviving Company equal to the Earthbound Effective Time shall be converted into one “Buyer Issued Unit Amount” determined in accordance with the formula set forth on Exhibit A (1) fully-paid common unit of such issuance, the Earthbound Surviving Company“Buyer Equity Issuance”).

Conversion of Units. At the Earthbound Effective Time, by virtue of the Earthbound Merger and without any further action on the part of Buyerthe Company, Earthbound Merger Sub, Earthbound I, the Acquiror or any the holder of any Earthbound I Units or any units of Earthbound Merger Subthe following securities: (ia) Except as provided All units of limited liability company interests of the Company (each, a “Company Unit” and, together, the “Company Units”) that are issued and outstanding and are owned by the Acquiror or any of its Consolidated Subsidiaries immediately prior to the Effective Time shall be cancelled and shall cease to exist and no shares of beneficial interest of the Acquiror (each, an “Acquiror Share” and, together, the “Acquiror Shares”) or any other consideration shall be delivered in exchange therefor (such Company Units, the “Cancelled Units”). (b) Subject to Section 2.2(f)(ii)-(iv) below1.5(d), each Earthbound I Class A-1 Preferred Company Unit issued and outstanding immediately prior to the Earthbound Effective Time (except for the Cancelled Units) shall be converted, in accordance with and subject to the procedures set forth in ARTICLE II, into the right to receive an amount in cash equal to the Company Per Unit NAV (the “Merger Consideration”). (c) All Company Units converted into the right to receive the Per Unit Class A-1 Merger Consideration in cash, without interest; each Earthbound I Class A Preferred Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class A Consideration in cash, without interest; each Earthbound I Class B Common Unit (other than units held by Topco) issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class B Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 this ARTICLE I shall no longer be outstanding and 3.3; each Earthbound I Class C Management Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class C Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; and each Earthbound I Class C-1 Management Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class C-1 Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; (ii) Notwithstanding Section 2.2(f)(i), Topco shall not receive any cash consideration for any of its Earthbound I Units, but instead, shall receive units in the Earthbound Surviving Company having a value equal to the value of the consideration it is entitled to receive for its Earthbound I Units pursuant to Section 2.3(f)(i); (iii) Each Earthbound I Unit that is held in the treasury of Earthbound I or owned by Earthbound I immediately prior to the Earthbound Effective Time shall automatically be cancelled and retired and shall cease to existexist as of the Effective Time, and no cash or other consideration shall be delivered or deliverable in exchange therefor; and each holder of a book-entry unit (iv“Book-Entry Unit”) Each unit of Earthbound Merger Sub issued and outstanding that immediately prior to the Earthbound Effective Time represented an outstanding Company Unit shall cease to have any rights with respect to such Book-Entry Unit other than the right to receive, upon surrender of such Book-Entry Unit in accordance with Section 2.2, the Merger Consideration. (d) The Company Per Unit NAV shall be converted appropriately adjusted if, between the Determination Date and the Effective Time, the outstanding Company Units shall have been increased or decreased or changed into one (1or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, share split, reverse share split, split-up, combination or exchange of shares, or if a share dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period, as permitted by this Agreement. Nothing in this Section 1.5(d) fully-paid common unit shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of the Earthbound Surviving Companythis Agreement.

Conversion of Units. (a) At the Earthbound Effective Time, by virtue of the Earthbound Merger and without any further action on the part of Buyer, Earthbound Merger Sub, Earthbound I, or any holder of any Earthbound I Units or any units of Earthbound Merger Subparty: (i) Except all of the Units outstanding and held by the Company shall be cancelled for no consideration and shall cease to exist; (ii) all of the Units that are outstanding shall thereupon be cancelled and shall cease to exist and shall be converted into and become the right to receive a portion of the Closing Consideration, as provided allocated pursuant to Section 2.4(b), and an additional payment, if any, pursuant to Section 2.8(d), Section 9.2(d) and Section 10.8 (the Closing Consideration, together with additional payments, if any, the “Merger Consideration”). “Closing Consideration” shall mean an amount, subject to adjustment pursuant to Section 2.8(d), equal to, in Section 2.2(f)(ii)-(iveach case, without duplication, $150,000,000 plus (A) below, each Earthbound I Class A-1 Preferred Unit issued and the aggregate exercise price of all Options outstanding immediately prior to the Earthbound Effective Time, plus (B) the amount equal to the Estimated Closing Date Net Working Capital minus the Target Closing Date Net Working Capital (which difference may be positive or negative) less (C) the Estimated Closing Date Indebtedness plus (D) the Estimated Closing Date Cash, less $1,000,000 (the “Adjusted Estimated Closing Date Cash”), less (E) the Indemnity Escrow Fund less (F) the Working Capital Escrow Fund less (G) the amount of the Holder Representative Expense Fund less (H) the Estimated Holder Expenses less (I) the Sales Tax Adjustment; and (iii) each certificate held by a holder formerly representing any Units (if certificated) shall thereafter represent only the right to receive payment in accordance with Section 2.4(b), Section 2.8(d), Section 9.2(d) and Section 10.8, if applicable. (b) The Closing Consideration shall be allocated so that each holder of Units outstanding as of the Effective Time shall be converted into entitled to receive, in full settlement of such Units, a portion of the right to receive the Per Unit Class A-1 Closing Consideration in cashaccordance with the Distribution Waterfall. (c) At the Effective Time, by virtue of the Merger and without interest; each Earthbound I Class A Preferred Unit issued and outstanding immediately prior to any action on the Earthbound Effective Time part of Acquiror or Merger Sub, the membership interests of Merger Sub shall be converted into the right to receive the Per Unit Class A Consideration in cash, without interest; each Earthbound I Class B Common Unit (other than membership units held by Topco) issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class B Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; each Earthbound I Class C Management Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class C Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; and each Earthbound I Class C-1 Management Unit issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into the right to receive the Per Unit Class C-1 Closing Consideration in cash, without interest plus any additional amounts payable pursuant to Sections 3.2 and 3.3; (ii) Notwithstanding Section 2.2(f)(i), Topco shall not receive any cash consideration for any of its Earthbound I Units, but instead, shall receive units in the Earthbound Surviving Company having a value equal to the value of the consideration it is entitled to receive for its Earthbound I Units pursuant to Section 2.3(f)(i); (iii) Each Earthbound I Unit that is held in the treasury of Earthbound I or owned by Earthbound I immediately prior to the Earthbound Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; and (iv) Each unit of Earthbound Merger Sub issued and outstanding immediately prior to the Earthbound Effective Time shall be converted into one (1) fully-paid common unit of the Earthbound Surviving CompanyEntity.