Conversion of Company Units. On the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any of the Unitholders, the following shall occur:
Conversion of Company Units. Subject to the other provisions of this Article II, each Company Unit issued and outstanding immediately prior to the Metuchen Effective Time shall be converted into (i) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the quotient resulting from the formula of (A) 82,587,877 divided by (B) the number of Company Outstanding Units (the “Company Exchange Ratio”); provided, however, that if the Parties mutually agree, for Nasdaq listing purposes, then the Company Exchange Ratio may be adjusted, in which case any other ratios described herein that would be impacted by such change shall be proportionately adjusted and (ii) the right to receive a number of shares of Parent Common Stock, subject to and upon the conditions set forth in Section 2.9 (such shares referred to in clauses (i) and (ii), collectively, the “Company Merger Consideration”).
Conversion of Company Units. At the Effective Time, by virtue of the Merger and without any action on the part of any party:
Conversion of Company Units. Subject to the following provisions of this Section 2.1 and to Section 2.2, the Company Units issued and outstanding immediately before the Effective Time shall be cancelled and converted into the right to receive from the Acquiring Corp. in the manner hereinafter provided the following (in the aggregate with respect to all Company Units, the “Merger Consideration”): (i) the amount in cash, without interest, equal to $210,000,000 (the “Aggregate Initial Cash Purchase Price”), plus (ii) the Earn-out Consideration; provided, however, that the Merger Consideration shall be subject to reduction if and as provided by Article VIII. It is understood and agreed that, as provided by Section 2.2, the Aggregate Initial Cash Purchase Price will be paid in two installments, the first on or as soon as practicable after the Effective Time and the second on or as soon as practicable after the third anniversary of the Closing (as set forth in Section 2.2(a) below) and that the Company Unitholders may not be entitled to receive the full amount of the Aggregate Initial Cash Purchase Price or the Earn-out Consideration if and to the extent that any portion thereof is reduced as provided by Article VIII or if a Company Unitholder is required in accordance with Article VIII to return part of the Merger Consideration. As of the Effective Time, the Company Units shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and the holders of Company Units shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor as provided herein, without interest. In addition to the Aggregate Initial Cash Purchase Price and the Earn-out Consideration payable pursuant to this Section 2.1(b), Company Unitholders may also be entitled to additional amounts in accordance with Sections 2.2(a) to the extent the Deferred Payment includes an amount representing interest as provided by such Section.
Conversion of Company Units. Subject to Section 2.08(c), each Company Unit issued and outstanding as of immediately prior to the Effective Time shall be canceled and extinguished and be converted into and shall become the right to receive (i) the share of the Merger Consideration as set forth on the Allocation Schedule with respect to such Company Unit, as updated and adjusted pursuant to Section 2.09 (and subject to the payment of any Overpayment Amount in accordance with Section 2.13(b)), less the portion in respect of such Company Unit of the Escrow Amount as set forth in the Allocation Schedule, and (ii) the Allocation Percentage in respect of such Company Unit of (x) if any, any Underpayment Amount paid by the Purchaser pursuant to Section 2.13(c) and (y) if any, the Escrow Funds payable with respect to such Company Unit pursuant to Section 2.13(b). The aggregate consideration for all of the Company Units shall be $315,000,000 in cash (such amount, the “Cash Merger Consideration”) plus 87,500 Convertible Preferred Shares plus 1,000,000 shares of Parent Common Stock (such consideration in the aggregate, the “Merger Consideration”). The Cash Merger Consideration shall be subject to adjustment as set forth in Section 2.13.
Conversion of Company Units. Each Common Unit (and each fraction of a Common Unit) issued and outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for the portion (rounded down to the nearest number of whole shares with respect to each recipient of Holdco Common Stock) of the total number of the fully paid and non-assessable shares of Holdco Common Stock into which all of the Common Units collectively shall be converted based on the fair market value of the Holdco as of the Effective Time and the number of shares of common stock of Holdco representing the equity value of the Company derived from such fair market value, as determined by the Board of Directors of the Company, and allocated pursuant to the terms of the Company LLC Agreement in a manner consistent with Schedule I. Upon the consummation of the Merger, all of the Common Units (and all fractions of Common Units) shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the applicable number of shares of Holdco Common Stock as determined in accordance with the foregoing provisions of this Section 1.7(a).
Conversion of Company Units. At the Effective Time and after giving effect to the Immediately Preceding Contributions, by virtue of the Merger and without any action on the part of any Party, any Person or any holder of any securities of any Person:
Conversion of Company Units. At the Effective Time, each Company Unit issued and outstanding immediately prior to the Effective Time (other than those described in Section 1.9(b) below) will be cancelled and automatically deemed for all purposes to represent the right to receive the Per Company Unit Consideration (as it may be adjusted after the Closing pursuant to Section 1.15) plus the Earnout Consideration, if any. As of the Effective Time, each Member shall cease to have any other rights with respect to the Company Units, except as otherwise required under applicable Law.
Conversion of Company Units. (i) The amounts payable hereunder in respect of the Company Units shall be allocated among the holders of the Company Units in accordance with the Operating Agreement.
Conversion of Company Units. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of any Person, each Company Unit that is issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive such number of shares of Parent Post-Merger Common Stock equal to the applicable portion of the Share Consideration, as determined pursuant to Section 3.2(a) and Section 3.2(b).
