Effect on Membership Interests. By virtue of Merger II and without any further action on the part of Parent, Merger Sub II or Surviving Entity I, (i) each membership interest of Merger Sub II then outstanding shall remain outstanding and each certificate therefor shall continue to evidence one membership interest of the Surviving Entity and (ii) each share of common stock of Surviving Entity I then outstanding shall be converted into one membership interest of the Surviving Entity.
Effect on Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, the Company, or the holders of the Membership Interests:
(i) the membership interests of Buyer that are outstanding immediately prior to the Effective Time shall be converted into the Membership Interests of the Surviving Company and the members of Buyer immediately prior to the Effective Time shall be the members of the Surviving Company.
(ii) the Membership Interests held by each Seller that are issued and outstanding as of immediately prior to the Effective Time (except for Membership Interests held by the Blocker) shall be converted into and represent the right to receive (i) the portion of the Closing Cash Consideration (as defined below) set forth across from such Seller’s name on Exhibit C hereto, (ii) the portion of the Stock Consideration that becomes payable to such Seller pursuant to the terms of the Stock Escrow Agreement or Indemnity Escrow Agreement (whether in stock or cash as determined in accordance with the terms hereof) and as calculated in accordance with the methodology set forth on Exhibit C, and (iii) the portion of the Subsequent Consideration, if any, that becomes payable to such Seller as calculated in accordance with the methodology set forth on Exhibit C; provided, however, that the Sellers’ Representative shall not deliver (or cause to be delivered) to such Seller any amounts (including any portion of the Stock Consideration inclusive of the Indemnity Escrow Shares) in respect of such Seller’s outstanding Membership Interests until such Seller has delivered to the Sellers’ Representative (or its designee) duly completed and executed Surrender Forms. No interest will be paid or will accrue on any portion of the consideration payable hereunder.
(iii) each Membership Interest, when converted, contributed and exchanged or canceled, as applicable, pursuant to this Section 2.2, shall no longer be outstanding and shall automatically be canceled and retired, to the extent applicable, and each Seller shall cease to have any rights with respect thereto, except the right to receive the respective consideration provided for in this Section 2. At the Effective Time, the transfer books of the Company shall be closed, and no transfer of any Membership Interest shall be made thereafter.
Effect on Membership Interests. (a) In connection with the Merger and related transactions, DF REIT and the OP have previously delivered to each Member the CEM, including the Election Form, pursuant to which, among other things, in connection with the Merger and subject to certain conditions and eligibility requirements set forth in the CEM, DF REIT and the OP offered each Member the option to receive as consideration in the Merger either (i) cash, (ii) if eligible, OP Units, or (iii) if eligible, a combination of the two, in exchange for each such Member’s Membership Interests.
(b) At the Effective Time, by virtue of the Merger and the duly executed Election Form submitted by each Member as of the date hereof, and without any further action on the part of any such Member (with certain terms defined in Exhibit C hereto):
(i) Each Member who has validly elected to receive cash pursuant to an Election Form shall be entitled to receive an amount of cash equal to (x) the product of (A) the Member’s Share of the Aggregate Exchange Amount multiplied by (B) such Member’s Cash Percentage multiplied by (C) 92.0%, less (y) any amount the OP determines it may be required to withhold for tax purposes; and
(ii) Each eligible Member who has validly elected to receive OP Units pursuant to an Election Form shall be entitled to receive a number of OP Units equal to (x) the product of (A) the Member’s Share of the Aggregate Exchange Amount multiplied by (B) such Member’s OP Unit Percentage divided by (y) the initial public offering price of a share of DF REIT common stock.
Effect on Membership Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any member of the Company or Sub:
Effect on Membership Interests. At the Effective Time, by virtue of the Merger and without any further action on the part of any holder of any membership interests of High Tide:
(a) Each 1% membership interest (or fraction thereof) of High Tide (the “High Tide Membership Interests”) issued and outstanding immediately prior to the Effective Time, shall be converted into a number of validly issued, fully paid and nonassessable common shares, par value $0.01 per share, of USI (the “USI Common Shares”) equal to the Share Conversion Amount (as defined on Exhibit D). For purposes of clarification, fractional High Tide Membership Interests shall be taken into account for purposes of determining the number of USI Common Shares a holder of High Tide Membership Interests will receive upon conversion in the Merger. For example, if a holder owns a 1.50% High Tide Membership Interest and the Share Conversion Amount is 100,000, then such holder would receive 150,000 USI Common Shares upon conversion of its High Tide Membership Interest in the Merger.
(b) Each High Tide Membership Interest shall no longer be outstanding and shall be canceled and retired and shall cease to exist.
(c) Each USI Common Share issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of High Tide or the holder of such shares, be canceled and retired without payment of any consideration therefor.
(d) As a result of the foregoing, the holders of the outstanding High Tide Membership Interests immediately prior to the Effective Time shall be the owners of one-hundred percent (100%) of the outstanding USI Common Shares upon and immediately after the Effective Time.
Effect on Membership Interests. At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on the part of Parent OP, Parent, Parent OP Merger Sub, Parent Merger Sub, the Partnership, the Company or the holders of Partnership OP Units, holders of Parent OP Interests, holders of membership interests in Parent OP Merger Sub or holders of membership interests in Parent Merger Sub, each membership interest of Parent OP Merger Sub issued and outstanding immediately prior to the Partnership Merger Effective Time shall be automatically converted into and become one (1) new validly issued Partnership OP Unit, and such Partnership OP Unit shall be owned by Parent OP.
Effect on Membership Interests. Subject to the terms and conditions set forth in this Agreement and the Certificates of Merger, at the First Effective Time by virtue of the Xxxxxx Xxxxxx, or at the Second Effective Time, by virtue of the SeqLL Merger, as the case may be, and without any action on the part of the Parties or the holders of any of the following securities, the following shall occur:
Effect on Membership Interests. At the Effective Time, by virtue of the Internalization Mergers and without any action on the part of Advisor Parent, GNL SLP, RTL SLP, the Target LLCs, the Internalization Subs or the holders of any securities of the Target LLCs or Internalization Subs:
Effect on Membership Interests. At the Second Merger Effective Time, by virtue of the Second Merger and without any further action on the part of Parent, Merger Sub II or Surviving Entity I, (i) the membership interests of Merger Sub II outstanding immediately prior to the Second Merger Effective Time shall remain outstanding and each certificate therefor, if any, shall continue to evidence the membership interests of Surviving Entity and (ii) each share of Surviving Entity I Common Stock outstanding immediately prior to the Second Merger Effective Time shall be converted into a membership interest of Surviving Entity.
Effect on Membership Interests. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any membership interest of the Company or Buyer Sub:
(a) the Membership Interests issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive in the aggregate the following:
(i) (A) a number of shares of Buyer Preferred Stock equal to the Aggregate Share Consideration (subject to the payment of cash in lieu of fractional shares as provided in Section 3.3(b)(iii)) and (B) the Aggregate Note Consideration (and the amount calculated in accordance with this clause (i) shall be allocated among the Members that hold such Membership Interests in accordance with Section 3.3(b)(iii)); plus
(ii) the amount of cash, if any, payable to the holders of such Membership Interests pursuant to Section 3.3(a)(iii) (and the amount calculated in accordance with this clause (ii) shall be allocated among the Members that hold such Membership Interests in accordance with Section 3.3(a)(iii)).
(b) the membership interests of Buyer Sub issued and outstanding immediately prior to the Effective Time shall be converted into a corresponding amount of membership interests of the Surviving LLC;
(c) all Membership Interests shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and the Members shall cease to have any rights with respect thereto, except the right to receive the cash payments, Notes and the shares of Buyer Preferred Stock set forth in this Section 3.2; and
(d) the membership interest transfer books of the Company will be closed and thereafter there will be no further registration of transfers on the membership interest transfer books of the Surviving LLC of any membership interests of the Company.
