Unit Exchange Sample Clauses

Unit Exchange. As of the Effective Date of this Agreement, and without any further action required on behalf of the Company or any Member, each of the following shall occur: (a) additional classes of Units, designated as Class A Units, Class B Units and Class C Units, shall be created with each such class of Units having the rights and privileges described in Section 6.2 hereof and elsewhere in this Agreement; (b) each Member who, as of the Effective Date, is the Record Holder of: (i) five or more Original Units shall automatically receive one Class A Unit in exchange for each Original Unit so owned; (ii) three or four Original Units shall automatically receive one Class B Unit in exchange for each Original Unit so owned; and (iii) one or two Original Units shall automatically receive one Class C Unit in exchange for each Original Unit so owned; and (c) all of the Original Units shall be canceled and of no further force or effect; provided, however, that any certificate issued by the Company to evidence Original Units shall continue to evidence the Units issued in exchange therefor pursuant to the Unit Exchange. The Company may, but shall not be required to, issue substitute Unit certificates in order to designate any Units by class after the Unit Exchange. Notwithstanding the method used to originally distribute the Units of each class as described in paragraph (b) of this Section 6.1, a Unit of a particular class shall remain a Unit of such class regardless on the total number of Units that may be owned by the Record Holder of such Unit from time to time unless such Unit is converted into a Unit of another class as provided in Section 6.2 hereof.

Unit Exchange. (a) Buyer shall effect the exchange of consideration for Units that are entitled to payment pursuant to Section 1.14. After the Effective Time, each Unitholder who has surrendered his, her or its Units pursuant to a duly executed and completed letter of transmittal, substantially in the form attached hereto as Exhibit B, with such changes as the Company and Buyer may mutually agree (a "Letter of Transmittal"), Accredited Investor questionnaire, and Lock Up Agreement (only with respect to Unitholders receiving Equity Consideration) to Buyer, shall be entitled to receive in exchange therefor the portion of the Estimated Merger Consideration in which such Unitholder's Units shall have been converted as a result of the Merger as determined pursuant to Section 1.14 and thereafter, as and when any Additional Merger Consideration is payable in accordance with the terms of this Agreement or the Escrow Agreement, such Unitholder shall be entitled to be paid the Additional Merger Consideration into which such Unitholder's Unit shall have been converted as a result of the Merger as determined pursuant to Section 1.14, and thereafter, as and when any Forfeited Management Proceeds are payable in accordance with the terms of this Agreement, such Unitholder shall be entitled to be paid the Forfeited Management Proceeds into which such Unitholder's Unit shall have been converted as a result of the Merger as determined pursuant to Section 1.14. Surrendered Units shall forthwith be cancelled. Until so surrendered and exchanged, each such Unit will represent solely the right to receive its portion of the Merger Consideration into which it was converted pursuant to Section 1.14. For all purposes of this Agreement and notwithstanding anything to the contrary contained herein, any and all amounts paid by Buyer to the Paying Agent or the Equityholders' Representative (solely with respect to the Equityholders' Representative Expense Fund) for the benefit of the Equityholders hereunder shall be deemed to have been paid to Equityholders and in no event shall Buyer have any further obligation or liability to any Equityholder or the Equityholders' Representative in respect thereof unless such amounts have been delivered to Buyer or the Surviving Company pursuant to Section 1.16(b). (b) If and to the extent any Unitholder fails to deliver a Letter of Transmittal, Accredited Investor questionnaire and Lock Up Agreement (with respect to Equityholders receiving Equity Consideration) to t...

Unit Exchange. Subject to the terms and conditions set forth herein, at the Closing, Transferors shall transfer to ParentCo all of the Units and any other equity instruments or instruments exchangeable into equity of the Company, free and clear of all Encumbrances, and in exchange therefor ParentCo shall issue and deliver to Transferors, pro rata, such number of its Class B Subordinate Voting Shares as shall be specified for each Transferor on Schedule I hereto (the “Exchange Shares”). (a) The aggregate number of Exchange Shares that shall be issued to the Transferors shall be an amount equal to 1/3 multiplied by the sum of: (i) the fully diluted issued and outstanding equity and options, warrants or other instruments redeemable for equity of ParentCo (calculated on the treasury stock method) immediately prior to the Closing as evidenced by the Closing Share Schedule, plus (ii) the amount of the outsanding LTIP Units (as defined in the amended and restated limited liability company agreement of MM Enterprises USA, LLC dated May 28, 2018) issued to the General Counsel, Chief Strategy Officer and former CFO on May 28, 2018, at the time of the Closing, to the extent not already included in the calculation set forth in subsection 2.01(a)(i) above (the “Total Consideration”). For the avoidance of doubt, the Parties agree that the Total Consideration shall be calculated in the same manner as the Parties calculated the implied share consideration to be 454,500,000 existing fully-diluted shares outstanding as of October 9, 2018 for purposes of the Binding LOI. If the LTIP Units {Price reduction event REDACTED – Confidential} are forfeited prior to the Closing, the Total Consideration shall be reduced by 1/3 of the number of such forfeited LTIP Units. If such forfeiture occurs after the Closing, the reduction in the Total Consideration shall occur through release of the Escrow Shares to MedMen. If a final resolution regarding such LTIP Units is not reached prior to the release of the Escrow Shares, the Total Consideration shall be reduced by 986,323 Exchange Shares through release of the Escrow Shares. (b) As of the Closing, the Class B Subordinate Voting Shares of ParentCo shall have been conditionally approved by the CSE for listing thereon. (c) At least two (2) Business Days prior to the Closing, the Company shall deliver to ParentCo an allocation statement (“Payment Allocation Schedule”) consistent with Schedule I setting forth: (i) the pro-rata allocation of the Exchange Sha...

Unit Exchange. (a) In the event that on or before October 1, 1998 LAGS exercises in full its option (the "LAGS Option"), as set forth in Article III of the Unit Purchase Agreement, to purchase a sufficient number of Class B Units to increase the total outstanding Class B Units to 49% of the aggregate number of Class A Units and Class B Units of the Company outstanding upon giving effect to the exercise of the LAGS Option, then, (i) upon exercise of the LAGS Option and in accordance with Paragraph 3.5(ii) of the Unit Purchase Agreement, LAGS will purchase 230 Class B Units from the Company and (ii) concurrently therewith, Hudsxx xxxl convert 230 of its Class A Units into 230 non-voting Preferred Units of the Company (the "Preferred Units"), having the rights and preferences set forth in this ARTICLE XVI (the "Unit Exchange Transaction"). (b) After giving effect to (i) the exercise by LAGS of the LAGS Option and (ii) the Unit Exchange Transaction, there will be outstanding 490 Class B Units and 510 Class A Units, constituting 49% and 51%, respectively, of the aggregate number of Class A Units and Class B Units then outstanding.

Unit Exchange. Executive shall surrender 1,500 incentive stock units granted to Executive pursuant to the 1999 LTIP and 1,800 Restricted Stock Units granted to Executive pursuant to the 2002 Stock Plan and Executive shall receive 3,300 restricted stock units pursuant to the 2003 LTIP (the “2003 Replacement Restricted Units” and, together with the 2003 Exchange Restricted Units, the “New Restricted Units”) on terms substantially similar to those provided to other senior executives of Employer.

Unit Exchange. (a) In consideration for the Cyagra Units being transferred to ACT pursuant to Section 1(b) hereof, ACT hereby sells, transfers, assigns and conveys to the Cyagra Holders, free and clear of all liens, encumbrances, security interests and adverse claims of any nature whatsoever, the Transferred Hematech Units in the amounts set forth on Exhibit B attached hereto and made a part hereof. (b) In consideration for the Transferred Hematech Units being transferred to such Cyagra Holder pursuant to Section 1(a) hereof, each of the Cyagra Holders hereby sells, transfers, assigns, conveys to ACT, free and clear of all liens, encumbrances, security interests and adverse claims of any nature whatsoever, the Cyagra Units set forth opposite his, her or its name on Exhibit A attached hereto and made a part hereof.

Unit Exchange. On the Closing Date, the Members shall transfer to the Surviving Entity an aggregate of 100 Shares, representing all of the Shares of the Company outstanding as of the time of the exchange, and the Surviving Entity shall issue an aggregate of 254,000 current fully paid and nonassessable shares of Surviving Entity Common Stock in exchange for the Shares to the current Members in pro rata to their current share-holding (collectively referred to herein as the “Payment Securities”). Section 351 Transaction. For U.S. federal income tax purposes, the Transaction is intended to constitute an exchange of property for stock under Section 351 of the Code. The parties to this Agreement hereby (i) agree to file and retain such information as shall be required under Section 1.351-3 of the United States Treasury Regulations, and (ii) agree to file all Tax and other informational returns on a basis consistent with such characterization. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Transaction under Section 351 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Closing Date has or may have on any such transaction. Each of the parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Transaction is determined not to qualify under Section 351 of the Code.

Unit Exchange. On the Closing Date, immediately after the Redomestication Merger, (x) (i) the Class A Members shall transfer an aggregate of 100,000 Class A Units, representing all of the Class A Units of the Company, and (ii) the Preferred Members shall transfer an aggregate of 313 Preferred Units, representing 42.64% of the Preferred Units of the Company, in each case to the Purchaser, and (y) Purchaser shall issue an aggregate of 67,318,750 fully paid and nonassessable shares of Purchaser Common Stock and 1,304,167 fully paid and nonassessable shares of Purchaser Preferred Stock (the “Payment Shares”) to the Members in the amount set forth on Schedule I.

Unit Exchange. On the Closing Date, immediately after the Redomestication Merger, (x) (i) the Class A Members shall transfer an aggregate of 100,000 Class A Units, representing all of the Class A Units of the Company, and (ii) assuming all of the Preferred Members are Exchanging Preferred Members, the Exchanging Preferred Members shall transfer an aggregate of 771 Preferred Units, representing 100% of the Preferred Units of the Company, in each case to the Purchaser, and (y) Purchaser shall (i) issue an aggregate of 40,000,000 fully paid and nonassessable shares of Purchaser Common Stock in exchange for the Class A Units and (ii) issue an aggregate of 25,700 Purchaser Convertible Bonds and an aggregate of 2,570,000 Purchaser Warrants in exchange for the 771 Preferred Units (collectively, the “Payment Securities”) to the Members in the amounts set forth on Schedule I, respectively.

Unit Exchange. (a) On the Closing Date, immediately following the issuance of the LP Units to Bxxxxxx, and upon execution of a USPB membership agreement, uniform cattle delivery and marketing agreement ("Even Slot"), and USPB contribution agreement by USPB and Bxxxxxx, Bxxxxxx shall contribute the LP Units to USPB and USPB shall issue to Bxxxxxx one Class A Unit and one Class B Unit of USPB for each LP Unit contributed to USPB by Bxxxxxx (the " USPB Units"). (b) The transaction between USPB and Bxxxxxx in Section 3.2(a) is contingent upon the subsequent contribution of the LP Units from USPB to National and the issuance by National to USPB of Class A and Class B-1 National Units (the "National Units").