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) 24,748,051 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 the holders thereof:
Conversion of Company Units. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holders of any securities of the Company or Merger Sub, each Company Unit issued and outstanding immediately prior to the Effective Time (excluding any Company Units to be cancelled pursuant to Section 3.1(c)) shall be automatically cancelled and extinguished and converted into the right to receive (and the Paying Agent shall pay each Holder in accordance with Section 3.4) (i) the Initial Per Unit Cash Consideration, (ii) the Initial Per Unit Stock Consideration, (iii) the per Company Unit amount of any shares of Parent Common Stock released to the Holders from the Defect Escrow Account or the Closing Statement Escrow Account from time to time in accordance with the terms of this Agreement and pursuant to the terms of the Escrow Agreement, (iv) the per Company Unit amount of any cash released to the Holders from the SC Escrow Account from time to time in accordance with the terms of this Agreement, including Schedule SC, and pursuant to the terms of the Escrow Agreement and (v) the per Company Unit amount of any cash released to the Holders from the Unitholder Representative Expense Account in accordance with the terms of this Agreement, which shall be paid when and as provided for in this Agreement, as applicable; provided that (x) at Closing, the consideration payable by Parent on account of the Units held by Xxxxxxxxx shall be reduced by the Xxxxxxxxx Note Consideration, which Xxxxxxxxx Note Consideration shall be deemed to have been delivered by Parent to Xxxxxxxxx and (y) any post-Closing adjustment amounts payable to Xxxxxxxxx shall be payable to Xxxxxxxxx in respect of all Units held by Xxxxxxxxx immediately prior to Closing.
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).
