Effect on Company Units. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Merger Sub or the holder of any Existing Company Units:
Effect on Company Units. Upon the terms and subject to the conditions of (x) this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Representative or the Company Securityholders, each Company Unit issued and outstanding immediately prior to the Effective Time (excluding Dissenting Units and Company Units to be cancelled pursuant to Section 2.5(b)) will be cancelled and extinguished and the holders of such cancelled Company Units shall be entitled to receive the portion of such Base Merger Consideration payable to such Company Member in accordance with Section 8.2 of the Company Operating Agreement; provided that each Company Member’s Pro Rata Portion of the Escrow Amount with respect to such units shall be withheld at the Effective Time and deposited with the Escrow Agent in accordance with this Agreement, with each such Company Member having a contingent right to receive such Company Member’s Pro Rata Portion of any amount released from escrow for the benefit of the Company Members; provided, further, that, subject to the terms of this Agreement, each Company Member shall have the contingent right to receive such Company Member’s Pro Rata Portion of (x) any Earn-Out Payment actually payable, contingent upon the satisfaction of the Earn-Out Milestones or (y) any Base Merger Consideration Surplus. The Base Merger Consideration shall be payable without interest as set forth in this Article II.
Effect on Company Units. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of Company Units, each Company Unit (excluding, for the avoidance of doubt, Dissenting Units, which shall be treated as provided for in Section 1.7, and Company Options, which shall be treated as provided for in Section 1.6(c)) issued and outstanding immediately prior to the Effective Time, upon the terms and subject to the conditions set forth in this Section 1.6 and throughout this Agreement, including the escrow provisions set forth in Article VII, will be cancelled and extinguished and will be converted automatically into the right to receive, upon submission of the Exchange Documents in the manner provided in Section 1.8, the Per Unit Consideration (it being understood that for purposes of calculating the amount issuable to each Unitholder pursuant to this Section 1.6(b), all Company Units held by each Unitholder shall be aggregated).
Effect on Company Units. As of the Effective Time, all Company Units shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders immediately prior to the Effective Time of Company Units shall cease to have any rights with respect thereto (other than any rights provided in this Agreement), except for the right to receive the applicable consideration to be paid in consideration therefor as set forth in this Section
Effect on Company Units
