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). (b) If and to the extent any Unitholder fails to deliver a Letter of Transmittal, Accredited Investor questionnaire and Lock Up Agreement (with respect to Equityholders receiving Equity Consideration) to the Paying Agent or Buyer prior to the one-year anniversary of the Closing Date, any funds received by the Paying Agent as Closing Cash Merger Consideration, Additional Merger Consideration or Forfeited Management Proceeds, and any portion of the Equity Consideration payable to such Unitholder in respect of such Unitholder's Units will, to the extent permitted by applicable Legal Requirements, become the property of the Surviving Company (and any such cash may be commingled with the general funds of Buyer or the Surviving Company, as the case may be), free and clear of all claims or interest of any Person previously entitled thereto (other than the claims of a Unitholder and its heirs, assigns and transferees hereunder) and shall be promptly delivered to the Surviving Company by the Paying Agent, and such Unitholder shall look only to Buyer and the Surviving Company for payment of such amounts. Notwithstanding the foregoing, none of the Equityholders' Representative, Buyer or the Surviving Company will be liable to any Equityholder for any Merger Consideration if delivered to a public official if required pursuant to any applicable abandoned property, escheat or similar applicable Legal Requirements. (c) For purposes of calculating each Equityholder's Allocable Portion of the Closing Merger Consideration payable with the Equity Consideration, (x) all Units and Options held by each such Equityholder shall be aggregated and (y) the number of shares of Parent Common Stock to be issued to each Equityholder in exchange for such Units and Options held by such Equityholder shall be rounded down to the nearest whole number of shares of Parent Common Stock with cash to be paid in lieu of any fractional shares of Parent Common Stock (with any such cash payments to be made on the same terms as set forth in Section 1.12(c)). No fraction of a share of Parent Common Stock will be issued by virtue of the Merger. Any Equityholder who would be entitled to receive a fraction of a share of Parent Common Stock shall receive an amount of cash equal to the product obtained by multiplying (A) such fraction by (B) the Parent Trading Price, rounded down to the nearest whole cent.
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Unit Exchange. (a) Buyer The Purchaser shall cause a paying agent mutually appointed by the Purchaser and the Representative (the “Paying Agent”) to effect the exchange of consideration cash for Units that which are entitled to payment pursuant to Section 1.141.02. 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 of Exhibit B attached hereto as Exhibit B(each, 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 Buyerthe Paying Agent, shall be entitled to receive from the Paying Agent in exchange therefor the portion of the Estimated Closing Merger Consideration in into which such Unitholder's ’s Units shall have been converted as a result of the Merger as determined pursuant to Section 1.14 1.02 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 ’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 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 1.141.02. Surrendered Units shall forthwith be cancelledcanceled. Until so surrendered and exchanged, each such Unit will shall represent solely the right to receive its portion the Allocable Portion of the Closing Merger Consideration and any Additional Merger Consideration into which it was converted pursuant to Section 1.141.02. Notwithstanding the foregoing, if any certificate representing such Units shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact by the Person claiming such certificate to be lost, stolen or destroyed and, at the request of the Purchaser, the execution of an indemnification agreement with respect to such certificate in form and substance reasonably acceptable to the Purchaser, the Paying Agent shall issue, in exchange for such lost, stolen or destroyed certificate, the Allocable Portion of the Closing Merger Consideration and any Additional Merger Consideration to be paid in respect of the Units represented by such certificate, as contemplated by this Article I. For all purposes of this Agreement and notwithstanding anything to the contrary contained herein, any and all amounts paid by Buyer the Purchaser to the Paying Agent or the Equityholders' Representative (solely with respect to the Equityholders' Representative Expense Fund) for the benefit of the Equityholders Sellers or the Representative hereunder shall be deemed to have been paid to Equityholders the Sellers or the Representative, as the case may be, and in no event shall Buyer the Purchaser have any further obligation or liability to any Equityholder Seller or the Equityholders' Representative in respect thereof unless such amounts have been delivered to Buyer the Purchaser or the Surviving Company pursuant to Section 1.16(b1.04(b).
(b) If and to the extent any Unitholder fails to deliver a Letter of Transmittal, Accredited Investor questionnaire and Lock Up Agreement (with respect to Equityholders receiving Equity Consideration) Transmittal to the Paying Agent or Buyer prior to the one-one (1) year anniversary of the Closing Date, any funds received by the Paying Agent as Closing Cash Merger Consideration, Consideration or Additional Merger Consideration or Forfeited Management Proceeds, and any portion of the Equity Consideration payable to such Unitholder in respect of such Unitholder's ’s Units willshall, to the extent permitted by applicable Legal RequirementsLaw, become the property of the Surviving Company (and any such cash may be commingled with the general funds of Buyer the Purchaser or the Surviving Company, as the case may be), free and clear of all claims or interest of any Person previously entitled thereto (other than the claims of a Unitholder Seller and its heirs, assigns and transferees hereunder) and shall be promptly delivered to the Surviving Company by the Paying Agent, and such Unitholder shall look only to Buyer the Purchaser and the Surviving Company for payment of such amounts. Each Unitholder who prior to the one (1) year anniversary of the Closing Date delivers to the Paying Agent a duly completed and executed Letter of Transmittal shall look only to the Paying Agent for satisfaction of any claims related to the Closing Merger Consideration or Additional Merger Consideration (except to the extent the Paying Agent has returned such funds to the Surviving Company as contemplated above, in which case such Unitholder shall only look to the Purchaser and the Surviving Company as contemplated above). Any interest, dividends or other income earned on the investment of cash held by the Paying Agent, together with all tax and other liabilities associated therewith, shall be for the account of the Surviving Company. Notwithstanding the foregoing, none of the Equityholders' RepresentativePaying Agent, Buyer the Purchaser or the Surviving Company will be liable to any Equityholder Unitholder for any Closing Merger Consideration or Additional Merger Consideration if delivered to a public official if required pursuant to any applicable abandoned property, escheat or similar applicable Legal RequirementsLaw.
(c) For purposes of calculating each Equityholder's Allocable Portion of the Closing Merger Consideration payable with the Equity Consideration, (x) all Units and Options held by each such Equityholder shall be aggregated and (y) the number of shares of Parent Common Stock to be issued to each Equityholder in exchange for such Units and Options held by such Equityholder shall be rounded down to the nearest whole number of shares of Parent Common Stock with cash to be paid in lieu of any fractional shares of Parent Common Stock (with any such cash payments to be made on the same terms as set forth in Section 1.12(c)). No fraction of a share of Parent Common Stock will be issued by virtue of the Merger. Any Equityholder who would be entitled to receive a fraction of a share of Parent Common Stock shall receive an amount of cash equal to the product obtained by multiplying (A) such fraction by (B) the Parent Trading Price, rounded down to the nearest whole cent.
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