Common use of Conversion of Units Clause in Contracts

Conversion of Units. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Units or rights in respect thereof or any other Person (i) the limited liability company interests of Merger Sub issued and outstanding immediately prior to the Merger shall be converted into limited liability company interests of the Surviving Company, and (ii) each Company Unit shall be converted into the right to receive (A) its portion of the Closing Consideration in accordance with Exhibit C, and (B) with respect to Company Units owned by the Non-Trust Unit Holders only, (1) its portion of any Post-Closing Addition in accordance with Exhibit C, (2) its portion of any Escrow Funds released to the Non-Trust Unit Holders in accordance with Exhibit C and the Escrow Agreement, and (3) its portion of any remaining amounts in the Reserve Account distributed to the Non-Trust Unit Holders pursuant to Section 2.1(f) in accordance with Exhibit C. A spreadsheet setting forth the amount of payments to be made to each holder of Company Units pursuant to clauses (ii)(A) and (B) of the immediately proceeding sentence (which in case of clauses (ii)(B) may be expressed as a percentage or formula), is attached hereto as Exhibit C. Buyer shall be entitled to rely on Exhibit C for all purposes hereunder and shall have no liability to any Member or any other Person for the determination or payment of any amounts set forth thereon (regardless of which Person makes the payments) or any calculations required to be made under this Agreement or the LLC Agreement. At the Effective Time, all Company Units issued and outstanding immediately prior the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of Company Units shall cease to have any rights with respect thereto, except, subject to Section 2.3, the right to receive the consideration described in this Section 2.1(b)(2) in accordance with this Agreement.

Conversion of Units. At the Effective Time, by virtue of the Merger and without any action on the part of the BlueRiver Parties, the Company or any holder of Company Units or rights in respect thereof or any other Person (i) the limited liability company interests of Merger Sub Membership Units, each Company Membership Unit that is issued and outstanding immediately prior to the Merger Effective Time shall automatically be converted into limited liability company interests of the Surviving Company, and (ii) each Company Unit shall be converted into become the right to receive (A) its the portion of the Closing shares of Surviving Company Class A Membership Units and Surviving Pubco Class V Common Stock representing, in the aggregate, the Merger Consideration (with each Holder receiving a number of Surviving Company Class A Membership Units and a corresponding number of Surviving PubCo Class V Common Stock equal to the quotient of (a) the amount of cash that the Holder would have received had the Company sold all of its assets and made a final liquidating distribution of cash to the Holders in an amount equal to the Company Equity Value in accordance with Exhibit C, and (B) with respect to Section 5.4 of the Company Units owned by the Non-Trust Unit Holders only, (1) its portion of any Post-Closing Addition in accordance with Exhibit C, (2) its portion of any Escrow Funds released to the Non-Trust Unit Holders in accordance with Exhibit C and the Escrow Operating Agreement, and divided by (3b) its portion of any remaining amounts in the Reserve Account distributed to the Non-Trust Unit Holders pursuant to Section 2.1(f) in accordance with Exhibit C. A spreadsheet setting forth the amount of payments to be made to each holder of Company Units pursuant to clauses (ii)(A) and (B) of the immediately proceeding sentence (which in case of clauses (ii)(B) may be expressed as a percentage or formula$10.00), is attached hereto in each case, as Exhibit C. Buyer shall be entitled to rely on Exhibit C for all purposes hereunder and shall have no liability to any Member or any other Person for the determination or payment of any amounts more particularly set forth thereon (regardless on the Allocation Statement. As of which Person makes the payments) or any calculations required to be made under this Agreement or the LLC Agreement. At the Effective Time, all such Company Membership Units issued and outstanding immediately prior the Effective Time shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of Company Membership Units shall thereafter cease to have any rights with respect thereto, except, subject to Section 2.3, except the right to receive the consideration described set forth in this Section 2.1(b)(2) ‎Section 4.01. For the avoidance of doubt and notwithstanding anything in accordance with this AgreementAgreement to the contrary, the aggregate number of Surviving Company Class A Membership Units and shares of Surviving Pubco Class V Common Stock issuable pursuant to the Merger shall not exceed the Merger Consideration.

Conversion of Units. At (a) As of the Effective Time, by virtue of the Merger and without any action on the part of any holder the Corporation, the Fund, or the Members, each Unit issued and outstanding as of Company Units or rights in respect thereof or any other Person the Effective Time shall be automatically converted into a number of shares of Common Stock of the Corporation equal to the result of (i) the limited liability company interests Per-Unit Price, divided by (ii) the Per-Share Price. (b) For these purposes, (i) the “Per Unit Price” shall be an amount equal to (A) the Fund Net Asset Value, divided by (B) the number of Merger Sub Units issued and outstanding on the date immediately preceding the Effective Time, (ii) the “Fund Net Asset Value” will be the aggregate net asset value of the Fund on the date immediately preceding the Effective Time, as determined in good faith by the Managing Member consistent with past practice and communicated to, and consented to by, the Board, and (iii) the “Per-Share Price” shall be the price per share at which shares of Common Stock are to be issued in the Offshore Fund Merger pursuant to the Offshore Fund Merger Agreement, as communicated by the Corporation to the Managing Member prior to the Merger shall Effective Time. (c) All Units, when converted in accordance with Section 1.3(a), will no longer be converted into limited liability company interests of the Surviving Companyoutstanding, will automatically be cancelled, will cease to exist, and (ii) each Company Unit shall be converted into will thereafter represent only the right to receive (A) its portion the shares of Common Stock of the Closing Consideration Corporation in accordance with Exhibit C, and respect of such cancelled Units. (Bd) with respect to Company Units owned by the Non-Trust Unit Holders only, (1) its portion of any Post-Closing Addition in accordance with Exhibit C, (2) its portion of any Escrow Funds released to the Non-Trust Unit Holders in accordance with Exhibit C and the Escrow Agreement, and (3) its portion of any remaining amounts in the Reserve Account distributed to the Non-Trust Unit Holders pursuant to Section 2.1(f) in accordance with Exhibit C. A spreadsheet setting forth the amount of payments to be made to each holder of Company Units pursuant to clauses (ii)(A) and (B) of the immediately proceeding sentence (which in case of clauses (ii)(B) may be expressed as a percentage or formula), is attached hereto as Exhibit C. Buyer shall be entitled to rely on Exhibit C for all purposes hereunder and shall have no liability to any Member or any other Person for the determination or payment of any amounts set forth thereon (regardless of which Person makes the payments) or any calculations required to be made under this Agreement or the LLC Agreement. At the Effective Time, all Company Units by virtue of the Merger and without any further action on the part of the Fund, the Corporation, the Members, the Managing Member or the Stockholder, the shares of Common Stock owned by the Stockholder shall remain issued and outstanding immediately prior as a share of Common Stock of the Corporation, as the Surviving Entity. (e) Promptly following the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease Time, the Corporation will issue to exist, and each holder Member the number of Company Units shall cease shares of Common Stock to have any rights with respect thereto, except, subject which such Member is entitled pursuant to Section 2.31.3(a); provided however, that in no event shall any fractional shares of Common Stock be issued and, in lieu thereof, the right Corporation shall deliver cash in an amount equal to receive the consideration described in this Section 2.1(b)(2) in accordance with this AgreementPer-Share Price multiplied by such fraction.

Conversion of Units. At the Effective Time, by virtue of the Merger and without any action on the part of any the Buyer Sub, the Company or the holder of any units of the Company Units or rights each partnership unit of Company (as defined in respect thereof or any other Person Section 2.2(a)) (i“Company Units”) the limited liability company interests of Merger Sub issued and outstanding immediately prior to before the Merger shall Effective Time will be converted into limited liability company interests of the Surviving Company, and (ii) each Company Unit shall be converted into become the right to receive receive:. (Aa) its portion 13,000 shares of Parent’s $0.001 par value common stock (“Stock Consideration” or the Closing Consideration in accordance with Exhibit C, and “Merger Consideration”). (Bb) with respect to All Company Units owned that are held by the Non-Trust Unit Holders only, Company as treasury units (1the “Company Treasury Units”) its portion of any Post-Closing Addition in accordance with Exhibit C, (2) its portion of any Escrow Funds released to the Non-Trust Unit Holders in accordance with Exhibit C and the Escrow Agreement, and (3) its portion of any remaining amounts in the Reserve Account distributed to the Non-Trust Unit Holders pursuant to Section 2.1(f) in accordance with Exhibit C. A spreadsheet setting forth the amount of payments to be made to each holder of Company Units pursuant to clauses (ii)(A) and (B) of the immediately proceeding sentence (which in case of clauses (ii)(B) may be expressed as a percentage or formula), is attached hereto as Exhibit C. Buyer shall be entitled to rely on Exhibit C for all purposes hereunder and shall have no liability to any Member or any other Person for the determination or payment of any amounts set forth thereon (regardless of which Person makes the payments) or any calculations required to be made under this Agreement or the LLC Agreement. At the Effective Time, all Company Units issued and outstanding immediately prior the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existexist and no cash, Buyer common stock, $0.001 par value per share (“Buyer Common Stock”) or other consideration shall be delivered in exchange therefore. (c) The shares of Parent Common Stock will not have been registered and each holder will be deemed to be “restricted securities” under federal securities laws and may not be resold without registration under or exemption from the Securities Act of Company Units shall cease to have any rights with respect thereto1933, exceptas amended (the “Securities Act”). Each certificate evidencing shares of Parent Common Stock will bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, subject to Section 2.3, the right to receive the consideration described in this Section 2.1(b)(2) in accordance with this AgreementAS AMENDED. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO MOBILEPRO CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

Conversion of Units. (a) At the Effective Time, by virtue of the LLC Merger and without any further action on the part of Buyer, Merger Sub LLC, FMFH or any Unitholder, each Unit held by Buyer or Merger Sub LLC shall be canceled and extinguished without any conversion thereof, and no cash or other consideration shall be delivered or deliverable in exchange therefor (such Units, “Cancelled Units”). (b) At the Effective Time, by virtue of the LLC Merger and without any action on the part of any holder of Company Units Buyer or rights in respect thereof or any other Person (i) Merger Sub LLC, the limited liability company interests of Merger Sub LLC outstanding immediately prior to the Effective Time shall be converted into an interest in the Surviving LLC equal to one hundred percent (100%) of the limited liability company interests of the Surviving LLC. (c) At the Effective Time, by virtue of the LLC Merger and without any action on the part of Buyer, Merger Sub LLC, FMFH or any Unitholder (other than compliance with Section 4.3(b) by the applicable Unitholder), each Unit that is issued and outstanding immediately prior to the Merger shall be converted into limited liability company interests of the Surviving Company, and (ii) each Company Unit shall be converted into the right to receive (A) its portion of the Closing Consideration in accordance with Exhibit C, and (B) with respect to Company Units owned by the Non-Trust Unit Holders only, (1) its portion of any Post-Closing Addition in accordance with Exhibit C, (2) its portion of any Escrow Funds released to the Non-Trust Unit Holders in accordance with Exhibit C and the Escrow Agreement, and (3) its portion of any remaining amounts in the Reserve Account distributed to the Non-Trust Unit Holders pursuant to Section 2.1(f) in accordance with Exhibit C. A spreadsheet setting forth the amount of payments to be made to each holder of Company Units pursuant to clauses (ii)(A) and (B) of the immediately proceeding sentence (which in case of clauses (ii)(B) may be expressed as a percentage or formula), is attached hereto as Exhibit C. Buyer shall be entitled to rely on Exhibit C for all purposes hereunder and shall have no liability to any Member or any other Person for the determination or payment of any amounts set forth thereon (regardless of which Person makes the payments) or any calculations required to be made under this Agreement or the LLC Agreement. At the Effective Time, all Company Units issued and outstanding immediately prior the Effective Time (other than the Cancelled Units) shall no longer be outstanding and shall automatically thereupon be canceled and retired converted into and shall cease to exist, and each holder of Company Units shall cease to have any rights with respect thereto, except, subject to Section 2.3, become the right to receive the consideration described applicable portion of the LLC Merger Consideration, as determined pursuant to Section 3.5(d) and as set forth on the Allocation Schedule. (d) The LLC Merger Consideration shall be allocated among the Unitholders as set forth below in this Section 2.1(b)(23.5(d) and shall be payable in accordance with this Agreement, ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. “[***]” indicates that information has been redacted.