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:
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”).
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).
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. 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. (a) At the election of the Holding Company, all other Members of the LLC shall surrender their Interest in the LLC in exchange for an equity interest in the Holding Company of equal value all as determined as set forth herein (the “Unit Exchange”). Such election may be exercised by the Holding Company at any time by delivering not less than thirty (30) days notice to the other Members setting forth the Holding Company’s election to implement such a Unit Exchange. Such notice shall state the number of Units in the Holding Company to be granted for each Unit in the LLC held by such Member. The Unit Exchange ratio shall be based on the relative Unit Values determined in accordance with paragraph (b) below.
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. (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.
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. On the Closing Date, (x) the Members shall transfer to the Parent an aggregate of 1,125,000 Units, representing all of the Units of the Company outstanding as of the time of the exchange, and (y) Parent shall issue an aggregate of 69,751,509 fully paid and nonassessable shares of Parent Common Stock in exchange for the Units to the Members in the amounts set forth on Schedule "I" (collectively referred to herein as the "Payment Securities"). The number of shares of Parent Common Stock included as Payment Securities shall give effect to the Forward Stock Split.
