Conversion of Limited Liability Company Interests. As of the Effective Time, (i) the limited liability company interest of the Managing Member (as defined in the Company Agreement) shall be converted to a general partner interest in the Partnership and (ii) the limited liability company interest of each Non-Managing Member shall be converted to a limited partner interest in the Partnership, in each case such that the resulting Capital Percentages and Carry Percentages of the Partners with respect to any Permitted Investments are unchanged from the Capital Percentages and Carry Percentages of such Partners (as Members of the Company) immediately prior to the Effective Time. Each Person’s Capital Commitment to the Partnership (including any unpaid portion thereof) shall be identical to its Capital Commitment to the Company immediately prior to the Effective Time.
Conversion of Limited Liability Company Interests. At the Effective Time, the limited liability company interests (the "INTEREST") in Target of each member ("MEMBER") thereof immediately prior to the Effective Time will, by virtue of the Merger and without further action on the part of any Member, be converted into 4,500,000 shares of fully paid and nonassessable Common Stock, par value $0.01 per share, of Acquirer ("ACQUIRER STOCK"). At the Effective Time, the Interests held by the two Members, shall constitute 100% of the outstanding Interests in Target.
Conversion of Limited Liability Company Interests. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any member of the Company:
Conversion of Limited Liability Company Interests. At the Effective Time, each membership unit (a "Unit") or portion thereof representing a membership interest in LLC of each member ("Member") thereof immediately prior to the Effective Time will, by virtue of the Merger and without further action on the part of any Member, be converted into [16,215.891] shares of fully paid and nonassessable Common Stock, par value $0.01 per share, of xxxxxxxx.xxx ("xxxxxxxx.xxx Common Stock").
Conversion of Limited Liability Company Interests. At the Effective Time, the outstanding limited liability company interests of the Company, by virtue of the Conversion and without further action on the part of any member of the Company, shall be automatically exchanged for capital stock of the Converted Entity as set forth on Exhibit E attached hereto and incorporated by reference herein. No certificates or scrip representing fractional shares or book-entry credit of Common Stock (as defined in Exhibit E) shall be issued upon the exchange of outstanding limited liability company interests of the Company pursuant to this Plan of Conversion. All fractional shares of Common Stock which a holder of limited liability company interests of the Company would be otherwise entitled to receive as a result of the Conversion shall be aggregated and, in lieu of any fractional share to which a holder of limited liability company interests of the Company would otherwise be entitled, such holder shall be entitled to receive an amount in cash, without interest, equal to the product of such fractional share and $[15.00].
Conversion of Limited Liability Company Interests. At the Second Step Effective Time, the following shall occur or result by virtue of the Second Step Mergers and without any action on the part of the AII Companies, the Survivor Entities or their respective members:
