Common use of Effect on Membership Interests Clause in Contracts

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. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue As a result of the Merger and without any action on the part of Parent, Buyer, the Company, or the holders holder of the any Membership InterestsInterest: (ia) At the membership interests of Buyer that are Effective Time, each Membership Interest issued and outstanding immediately prior to the Effective Time shall automatically be converted into and constitute the Membership Interests right to receive, at the election of the Surviving Company Member that is the holder of such Membership Interest as provided in and the members of Buyer immediately prior subject to the Effective Time shall be provisions of Section 4.3, either: (i) (A) 17,025 shares of newly issued, fully paid and nonassessable shares of common stock, par value $.01 per share, of ICE (“ICE Common Stock”), plus (B) at the members of time and in the Surviving Company.manner set forth in Section 4.7, the right to receive the Per Interest Excess Consideration (as hereinafter defined), if any, plus (C) the Per Interest Additional Stock Consideration (as hereinafter defined), if any (collectively, the “Stock Consideration”); or (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 BlockerA) shall be converted into and represent the right to receive an amount of cash equal to $1,074,719, plus (B) at the time and in the manner set forth in Section 4.7, the right to receive the Per Interest Excess Consideration (as hereinafter Table of Contents defined), if any, plus (C) the Per Interest Additional Cash Consideration (as hereinafter defined), if any (collectively, the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). (b) From and after the Effective Time, no Membership Interests shall remain outstanding, in treasury or authorized but unissued, and all Membership Interests shall be cancelled and retired and shall cease to exist. Each entry in the Member records of NYBOT formerly representing an issued and outstanding Membership Interest (a “Book Entry Interest”) shall thereafter represent only (i) the portion of right to receive the Closing Cash Consideration (as defined below) set forth across from such Seller’s name on Exhibit C heretoMerger Consideration, (ii) the portion of the Stock Consideration that becomes payable right, if any, to such Seller receive pursuant to the terms Section 4.4(e) cash in lieu 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, fractional shares and (iii) the portion of the Subsequent Considerationright to receive any distribution or dividend pursuant to Section 4.4(c), 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. (iiic) each Each right to execute trades in Commodity Contracts (as defined in NYBOT’s rules as of the date of this Agreement) on the Exchange (as defined in NYBOT’s rules as of the date of this Agreement), whether granted as a Trading Permit (as defined in NYBOT’s rules as of the date of this Agreement), belonging to a Membership Interest, when converteda Lessee Member (as hereinafter defined), contributed or as otherwise shall have been in existence (a “Trading Right”) shall be and exchanged or canceledbecome, 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 at the Effective Time, solely the transfer books of right and privilege to trade futures, futures option contracts and similar instruments on the Company shall be closedExchange (as defined in the Rules) to the extent expressly provided for in, and no transfer of any Membership Interest shall be made thereaftersubject to, the Bylaws and the Rules.

Effect on Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at (a) At the Effective Time, the Membership Interests shall, except for with respect to any Dissenting Interests, by virtue of the Merger and without any action on the part of Parent, Buyer, the Company, any Party or the holders of holder thereof, automatically be canceled and extinguished and converted into the Membership Interests:right to receive the Merger Shares. (ib) At the membership interests of Buyer that are Effective Time, each Membership Interest issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for approximately 4,597.53254 (subject to nominal rounding adjustments) validly issued, fully paid and nonassessable shares of Pubco Common Stock. (c) Notwithstanding the Membership Interests foregoing, no fractional shares of Pubco Common Stock shall be issued as part of the Surviving Company and Merger Shares. In lieu of issuance of any fractional shares of Pubco Common Stock that would otherwise be issuable, such fractional shares shall be rounded up to the members of Buyer immediately prior to nearest whole number. (d) Notwithstanding the foregoing, no amounts shall be payable at or after the Effective Time with respect to any Dissenting Interests or any Membership Interests with respect to which dissenters’ rights have not terminated. In the case of Dissenting Interests, payment 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 made in accordance with the terms hereof) and as calculated in accordance with provisions of Section 2.11 hereafter. In the methodology set forth on Exhibit C, and (iii) the portion case 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 which dissenters’ rights have not terminated as of the Effective Time, the transfer books of the Company shall be closedif such Membership Interests become Dissenting Interests, and no transfer of any Membership Interest payment shall be made thereafterin accordance with Section 2.11 hereafter and if, instead, the dissenters’ rights with respect to such Membership Interests irrevocably terminate after the Effective Time, such Membership Interests shall only entitle the holders thereof to receive the applicable Merger Shares upon delivery of the certificate(s) or other instrument(s) representing the applicable Membership Interests.

Effect on Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, the Company, or the holders holder of any membership interest of the Membership InterestsCompany or Buyer Sub: (ia) the membership interests of Buyer that are 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 Common 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)(iv)) MINUS the Share Indemnity Escrow Amount (such number, the "CLOSING DATE AGGREGATE SHARE CONSIDERATION") and (B) an amount of cash equal to the Estimated Aggregate Cash Consideration, MINUS the Unpaid Expenses that are Company Expenses, MINUS the Sellers' Representative Expense Fund (such amount, the "CLOSING DATE AGGREGATE CASH 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 Surviving Company holders of such Membership Interests pursuant to Section 3.3(a)(iii) (and the members 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)); PLUS (iii) the amount of cash and the number of shares of Buyer Common Stock, if any, payable or issuable (as applicable) to the holders of such Membership Interests pursuant to the Escrow Agreement (and the amount and number calculated in accordance with this clause (iii) shall be allocated among the Members that hold such Membership Interests in accordance with Section 11.5). (b) the membership interests of Buyer Sub issued and outstanding immediately prior to the Effective Time shall be the members converted into a corresponding amount of membership interests of the Surviving Company.LLC; (iic) the all 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 cancelled and retired, retired and shall cease to the extent applicableexist, and each Seller the Members shall cease to have any rights with respect thereto, except the right to receive the respective consideration provided for cash payments and shares of Buyer Common Stock set forth in this Section 2. At 3.2; and (d) the Effective Time, the membership interest transfer books of the Company shall will be closed, closed and thereafter there will be no further registration of transfers on the membership interest transfer books of the Surviving LLC of any Membership Interest shall be made thereaftermembership interests of the Company.

Effect on Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue As a result of the Merger and without any action on the part of Parent, Buyer, the Company, or the holders holder of the any Membership InterestsInterest: (ia) At the membership interests of Buyer that are Effective Time, each Membership Interest issued and outstanding immediately prior to the Effective Time shall automatically be converted into and constitute the Membership Interests right to receive, at the election of the Surviving Company Member that is the holder of such Membership Interest as provided in and the members of Buyer immediately prior subject to the Effective Time shall be provisions of Section 4.3, either: (i) (A) 17,025 shares of newly issued, fully paid and nonassessable shares of common stock, par value $.01 per share, of ICE (“ICE Common Stock”), plus (B) at the members of time and in the Surviving Company.manner set forth in Section 4.7, the right to receive the Per Interest Excess Consideration (as hereinafter defined), if any, plus (C) the Per Interest Additional Stock Consideration (as hereinafter defined), if any (collectively, the “Stock Consideration”); or (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 BlockerA) shall be converted into and represent the right to receive an amount of cash equal to $1,074,719 plus (B) at the time and in the manner set forth in Section 4.7, the right to receive the Per Interest Excess Consideration (as hereinafter defined), if any, plus (C) the Per Interest Additional Cash Consideration (as hereinafter defined), if any (collectively, the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). (b) From and after the Effective Time, no Membership Interests shall remain outstanding, in treasury or authorized but unissued, and all Membership Interests shall be cancelled and retired and shall cease to exist. Each entry in the Member records of NYBOT formerly representing an issued and outstanding Membership Interest (a “Book Entry Interest”) shall thereafter represent only (i) the portion of right to receive the Closing Cash Consideration (as defined below) set forth across from such Seller’s name on Exhibit C heretoMerger Consideration, (ii) the portion of the Stock Consideration that becomes payable right, if any, to such Seller receive pursuant to the terms Section 4.4(e) cash in lieu 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, fractional shares and (iii) the portion of the Subsequent Considerationright to receive any distribution or dividend pursuant to Section 4.4(c), 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. (iiic) each Each right to execute trades in Commodity Contracts (as defined in NYBOT’s rules as of the date of this Agreement) on the Exchange (as defined in NYBOT’s rules as of the date of this Agreement), whether granted as a Trading Permit (as defined in NYBOT’s rules as of the date of this Agreement), belonging to a Membership Interest, when converteda Lessee Member (as hereinafter defined), contributed or as otherwise shall have been in existence (a “Trading Right”) shall be and exchanged or canceledbecome, 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 at the Effective Time, solely the transfer books of right and privilege to trade futures, futures option contracts and similar instruments on the Company shall be closedExchange (as defined in the Rules) to the extent expressly provided for in, and no transfer of any Membership Interest shall be made thereaftersubject to, the Bylaws and the Rules.

Effect on Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, the Company, or the holders holder of any membership interest of the Membership InterestsCompany or Buyer Sub: (ia) the membership interests of Buyer that are 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 Common 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)(iv)) minus the Share Indemnity Escrow Amount (such number, the "CLOSING DATE AGGREGATE SHARE CONSIDERATION") and (B) an amount of cash equal to the Estimated Aggregate Cash Consideration, minus the Unpaid Expenses that are Company Expenses, minus the Sellers' Representative Expense Fund (such amount, the "CLOSING DATE AGGREGATE CASH 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 Surviving Company holders of such Membership Interests pursuant to Section 3.3(a)(iii) (and the members 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)); plus (iii) the amount of cash and the number of shares of Buyer Common Stock, if any, payable or issuable (as applicable) to the holders of such Membership Interests pursuant to the Escrow Agreement (and the amount and number calculated in accordance with this clause (iii) shall be allocated among the Members that hold such Membership Interests in accordance with Section 11.5). (b) the membership interests of Buyer Sub issued and outstanding immediately prior to the Effective Time shall be the members converted into a corresponding amount of membership interests of the Surviving Company.LLC; (iic) the all 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 cancelled and retired, retired and shall cease to the extent applicableexist, and each Seller the Members shall cease to have any rights with respect thereto, except the right to receive the respective consideration provided for cash payments and shares of Buyer Common Stock set forth in this Section 2. At 3.2; and (d) the Effective Time, the membership interest transfer books of the Company shall will be closed, closed and thereafter there will be no further registration of transfers on the membership interest transfer books of the Surviving LLC of any Membership Interest shall be made thereaftermembership interests of the Company.