Conversion of Membership Units Sample Clauses

Conversion of Membership Units. As of the Effective Date, the CYL Members shall exchange all Membership Units issued and outstanding immediately prior to the Effective Date for shares of GHS Preferred Stock and GHS Warrants in such amounts as determined below. The GHS Preferred Stock issued to the CYL Members hereby shall be convertible into shares of GHS Common Stock in an aggregate amount which would represent 80% of the shares of GHS Common Stock outstanding as of the Effective Date after giving effect to the Exchange in a manner as shall be mutually acceptable to GHS and the CYL Members. The GHS Warrants issued to the CYL Members hereby shall be exercisable for shares of GHS Common Stock in an aggregate amount which would represent 80% of the shares of GHS Common Stock issuable upon the exercise of warrants and options of GHS outstanding as of the Effective Date after giving effect to the Exchange in a manner as shall be mutually acceptable to GHS and the CYL Members; PROVIDED, HOWEVER, that, at their discretion, the CYL Members may elect to receive on the Effective Date in lieu of such GHS Warrants a number of shares of GHS Preferred Stock which is convertible into the number of shares of Common Stock for which the GHS Warrants would have been exercisable on a cashless basis. The calculations in the preceding two sentences shall exclude all securities issued in connection with the New Financing referred to in Section 9.1(c) and the Concept Transactions referred to in Section 8.4. As a result of the Exchange, GHS will become the sole holder of Membership Units of CYL. The GHS Preferred Stock and any GHS Warrants issuable hereunder are sometimes collectively referred to hereinafter as the "Exchange Consideration." Each Membership Unit so exchanged shall be entitled to receive its pro rata portion (the "Pro Rata Portion") of the Exchange Consideration.
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Conversion of Membership Units. The manner and basis of converting the shares of stock or membership units of each of the Constituent Corporations into shares of stock of Surviving Corporation are as follows:
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Conversion of Membership Units. Subject to Section 2.1(g), and, in the case of Membership Units issued and outstanding immediately prior to the Effective Time, subject to the holdbacks described in Section 2.3(a), each Membership Unit issued and outstanding immediately prior to the Effective Time (other than Canceled Units) will be converted into the right to receive: (A) its Pro Rata Portion of $20,000,000.00, as adjusted pursuant to Section 2.1(c) (the “Cash Consideration”); (B) its Pro Rata Portion of 4,761,905 Common Units (the “Common Unit Consideration,” and together with the Cash Consideration, the “Merger Consideration”); and (C) any cash in lieu of fractional Common Units payable pursuant to Section 2.1(f), in each case as set forth on the Merger Consideration Schedule to be attached hereto as Schedule 2.1(b) at least two (2) Business Days before the Closing and setting forth the number of Membership Units outstanding, the Common Units and Cash Consideration payable to each Member, and each Member’s Pro Rata Portion and respective share of the Member Representative Fund, the Holdback Units and Holdback Cash.
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Conversion of Membership Units. At the Effective Time of the Merger, automatically by virtue of the Merger and without any action on the part of any Person: (i) each membership unit of Merger Sub that is issued and outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger, be converted into one validly issued, fully paid and nonassessable membership unit of the Surviving Company; and (ii) all of the Membership Units of the Company shall be converted by virtue of the Merger, into the Parent Stock. A certificate representing the Parent Stock shall be delivered to Seller at the Effective Time of the Merger pursuant to the terms of this Agreement.
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Conversion of Membership Units. The manner and basis of converting membership units of the LLC into capital stock of the Corporation shall be as follows:
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Conversion of Membership Units. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SyntheMed, Merger Sub or Pathfinder or any of their respective stockholders or members, as applicable:
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Conversion of Membership Units. In the event of an IPO or a proposed sale of all of the equity interests of the Company, including a Drag Along Sale, the Company shall have the right to convert the Class A Membership Units and the Class B Membership Units into a single class of membership interest based on the relative valuations of the Class A Business and the Class B Business. For purposes of such conversion the Company shall determine the value of the Class A Business and the Class B Business, and a proportion of the interests in the new single membership class equal to the proportion of the total value of the Company represented by the Class A Business shall be issued to the Members in proportion to their Class A Membership Percentages, and the remaining interests in the new single membership class shall be issued to the Members in accordance with their Class B Membership Percentages. In so doing the Company shall determine the value of the Class A Business and the Class B Business in its discretion and shall notify each Member of such determination. If a Member does not concur with the valuations by the Company it shall have the right, by notice to the Company and the other Members on or before the 5th Day after the notice of such valuation is given by the Company, to cause the Company to obtain an Appraisal in accordance with Section 4.6, in which case the conversion described above shall be made based on the valuations stated in such Appraisal
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Conversion of Membership Units. At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on the part of Merger Opco, the Operating Partnership or the holders of any Membership Units of the Operating Partnership:
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Related to Conversion of Membership Units

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Conversion of LTIP Units (a) An LTIP Holder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of its Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder may not exercise the Conversion Right for fewer than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holds fewer than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP Units. LTIP Holders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and such Conversion Notice, unless subsequently revoked by the LTIP Holder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.5.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Transfer of Preferred Shares Subject to compliance with applicable securities laws, Treasury shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Preferred Shares at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Preferred Shares, including without limitation, as set forth in Section 4.4, provided that Treasury shall not Transfer any Preferred Shares if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

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