Examples of Company Member Interests in a sentence
As of the Effective Time, all such Company Member Interests shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of Company Member Interests shall cease to have any rights with respect thereto, except the right to receive Merger Consideration in accordance with Section 2.02, without interest.
Each unit of membership interest of Choose Rain LLC (“Company Member Interests”), issued and outstanding immediately prior to the Merger shall be exchanged for and converted into 90,000 fully-paid and non-assessable shares of common stock, par value $0.001 per share, of the Company, with the same rights, powers and privileges as the Common Stock and all Company Member Interests shall be cancelled and retired and shall cease to exist.
Immediately following the Effective Time, (x) Parent shall pay to RGGPLS the $3,000,000 in cash to which it is entitled in accordance with Section 2.01(c), and (y) the Exchange Agent shall deliver to the holders of Company Member Interests certificates representing the number of shares of Parent Common Stock into which such interests shall have been converted in accordance with Section 2.01(c).
Certificates representing fractional shares of Parent Common Stock shall be issued upon the conversion of Company Member Interests pursuant to Section 2.01, and such fractional share interests shall entitle the owner thereof to the voting and other rights of a holder of Parent Common Stock in accordance with the portion of a whole share represented by such fraction.
Subject to applicable Law, following surrender of any such Company Member Interests, there shall be paid to the holder of the certificate representing shares of Parent Common Stock issued in exchange therefor, without interest, at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time payable with respect to such shares of Parent Common Stock.
No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of Company Member Interests with respect to the shares of Parent Common Stock until the Effective Time in accordance with this Article II.
From and after the Effective Time, Company Member Interests outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Company Member Interests, except as otherwise expressly provided for in this Agreement or by Applicable Law.
The issuance and sale of such Company Member Interests either (a) have been registered or qualified under applicable federal and state securities laws or (b) are exempt therefrom.
No other limited liability company actions on the part of the Company or any Company Subsidiary, and no other actions on the part of any of the holders of the Company Member Interests, are necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party, to perform the obligations of the Company hereunder and thereunder or for the Company to consummate the transactions contemplated herein and therein.
From and after the Effective Time, the member interest transfer books of the Company shall be closed and no transfer of Company Member Interests shall thereafter be made.