Conversion of Membership Interests. As of the Effective Time, all Membership Interests shall be automatically converted, on a one-for-one basis, into partnership interests in the Fund and the Membership Interests shall no longer be outstanding and shall automatically be cancelled and cease to exist.
Conversion of Membership Interests. 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 Membership Interests. At the Effective Time, by virtue of the Merger, and without any action on the part of the holders thereof:
Conversion of Membership Interests. On the Effective Date, and without any further action by Transitory or CME, all Membership Interests in Transitory shall be converted into common stock of CME in accordance with the following:
Conversion of Membership Interests. At the Effective Time, by virtue of the Merger and without any action on the part of KMG, W&T, KMG Sub, Surviving Entity or Merger Sub, the aggregate Membership Interests, all of which are held by KMG, will be converted to the right to receive, in the aggregate, $1,339,400,000 (the “Base Merger Consideration”), adjusted as specified in Sections 2.1.2, 2.2 and 2.3. As of the Effective Time, all such Membership Interests will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and KMG will cease to have any rights with respect to the Membership Interests, except the right to receive the Base Merger Consideration, as it may be adjusted pursuant to the terms hereof.
Conversion of Membership Interests. At the Recapitalization Effective Time and by virtue of the Recapitalization Merger and without any action on the part of the Company, Purchaser or PurchaserSub or their respective equity holders:
Conversion of Membership Interests. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, New Insurer, Holdings, the Surviving Corporation or the holder of any of the following securities: (a) The rights of Members of the Company arising under the subscription agreements between Members and the Company (the "Subscription Agreements"), the Company's Bylaws, the California Insurance Law and otherwise, including, without limitation, the right to vote for members of the Board of Governors and on other matters and to participate in any distribution of surplus on liquidation of the Company (but not including contractual rights arising under Policies (the "Membership Interests"), in existence immediately prior to the Effective Time shall be cancelled and extinguished and be converted into the right to receive shares of Common Stock as set forth in this Agreement. (b) The Members entitled to receive Merger Shares shall be the Eligible Members. The Merger Shares shall be allocated among the Eligible Members as described in this Article II. (c) Each share of common stock of New Insurer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. 2.3
Conversion of Membership Interests. (a) At the Effective Time, each membership interest of LLC issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $10.00 per share, of the Surviving Company.
Conversion of Membership Interests. On the Conversion Date, by virtue of the Conversion and without any action on the part of any of the parties hereto or any policyholder of BCBSKS, all membership interests shall be extinguished and, in exchange therefor, each Eligible Policyholder shall have the right, as provided in the Plan of Conversion, to receive cash in an amount equal to such Eligible Policyholder's proportionate allocable share of the Purchase Price, as provided in the Plan of Conversion, such amount to be distributed in accordance with the Plan of Conversion and this Agreement.
Conversion of Membership Interests. (a) At the Effective Time:
