Xtribe Merger Consideration Sample Clauses

Xtribe Merger Consideration. At the Xtribe Merger Effective Time, by virtue of the Xtribe Merger and without any action on the part of WinVest, the Merger Subs, the Company or the holders of any of the following securities: (i) each Company Common Unit issued and outstanding immediately prior to the Xtribe Merger Effective Time shall be canceled and converted into the right to receive (X) that number of shares of WinVest Common Stock equal to the Per Share Exchange Ratio, and (Y) that number of Earnout Rights equal to 6,000,000 divided by the number of Company Common Units outstanding immediately prior to the Xtribe Merger Effective Time (excluding the Company Common Units of any holders who have waived in writing their right to receive Earnout Rights prior to the Xtribe Merger Effective Time), with each holder of such Company Common Units having the right to receive that number of shares of WinVest Common Stock and that number of Earnout Shares (to the extent payable in accordance with Section 3.05), as set forth opposite such holder’s name on the Payment Spreadsheet; (ii) all Company Common Units held in the treasury of the Company shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (iii) each of the Merger Sub I Interests issued and outstanding immediately prior to the Xtribe Merger Effective Time shall remain outstanding as membership interests of the Interim Surviving Company.