Conversion of Company Common Units Clause Samples

The Conversion of Company Common Units clause defines the terms and process by which common units of a company may be converted into another class of units or securities, such as preferred units or shares. Typically, this clause outlines the specific conditions under which conversion is permitted, the conversion ratio, and any procedural requirements, such as notice periods or approvals needed. Its core practical function is to provide a clear mechanism for changing the form of ownership interests, which can facilitate investment, restructuring, or exit strategies while ensuring all parties understand their rights and obligations during the conversion process.
Conversion of Company Common Units. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Bank, Merger Sub, the Company or the Members, each Company Common Unit issued and outstanding at the Effective Time and held by a Qualified Member shall be converted into the right to receive the Per Common Unit Merger Consideration, upon the terms and subject to the conditions set forth in this Agreement, including the escrow provisions in Section 1.9, the Working Capital Adjustment provisions set forth in Section 1.11, and the indemnification provisions set forth in Article VII. Each Company Common Unit held by a Qualified Member shall be entitled to receive only the Per Common Unit Merger Consideration; provided, that upon a written agreement among two or more Qualified Members and naming the Buyer as an intended third-party beneficiary, the form and substance of which is acceptable to Buyer in its sole discretion (a “Reallocation Agreement”), such Qualified Members may agree to, vis-à-vis such Qualified Members, reallocate among such Qualified Members the aggregate Per Common Unit Merger Consideration to be received by such Qualified Members so that they may receive a greater or lesser amount of cash or number of Buyer Common Units as agreed in such Reallocation Agreement; provided further, that no such Reallocation Agreement shall alter the aggregate Merger Consideration in any way, and in no event shall Buyer be required to include in the Merger Consideration a greater amount of cash or a greater number of Buyer Common Shares than is provided in Section 1.7. The effect of any such Reallocation Agreement shall be reflected on the Allocation Statement and any such Reallocation Agreement shall be delivered to Buyer no later than the date on which the Allocation Statement is delivered.
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Conversion of Company Common Units. At the Effective Time, each of the Company's Common Units (as such term is defined in the Company LLC Agreement) (collectively, the "Company Common Units") other than Company Common Units representing, in the aggregate, $2.04 million ($2,040,000) of the Purchase Price (the "Common Equity Amount") owned by certain equityholders of the Company, all as set forth on Exhibit A-1 (the "Common Rollover Equity") and Company Common Units representing, in the aggregate, $18.36 million ($18,360,000) of the Purchase Price (the "Preferred Equity Amount" and, collectively with the Common Equity Amount, the "Equity Amount") owned by certain equityholders of the Company, all as set forth on Exhibit A-2 (the "Preferred Rollover Equity" and, collectively with the Common Rollover Equity, the "Rollover Equity"), shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Company Common Units, be canceled and extinguished and be converted into and shall become the right to receive a portion of the Purchase Price (as herein defined) as provided herein. At the Effective Time, the Company Common Units comprising the Common Rollover Equity shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Company Common Units, be retained and represent, in the aggregate, $2.04 million ($2,040,000) of Surviving Entity Common Units (which shall be represented by 204,000 Surviving Entity Common Units and shall be allocated among the holders of the Common Rollover Equity as set forth on Exhibit A-1) and the Company Common Units comprising the Preferred Rollover Equity shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Company Common Units, be retained and represent, in the aggregate, $18.36 million ($18,360,000) of Surviving Entity Preferred Units (which shall be represented by 183,600 Surviving Entity Preferred Units and shall be allocated among the holders of the Preferred Rollover Equity as set forth on Exhibit A-2). From and after the Effective Time, the holder(s) of certificates evidencing ownership of the Company Common Units outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Common Units except as otherwise provided for herein (including pursuant to Section 1.9) or by applicable law.
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Conversion of Company Common Units. At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Merger Sub I, the Buyer or the Seller, the Company Common Units issued and outstanding immediately prior to the Effective Time shall be collectively converted into and become the right to receive, subject to the Preferred Share Adjustment Mechanic below and the Cash Consideration Adjustment Mechanic: (a) an amount in cash equal to the Cash Consideration, (b) a number of newly-issued Buyer Common Shares equal to the quotient obtained by dividing (i) the product of (A) the Buyer Common Share Percentage multiplied by (B) the excess of (x) the Estimated Merger Consideration over (y) the Cash Consideration, by (ii) the Buyer Share Issue Price with respect to the Buyer Common Shares, (c) a number of newly-issued Buyer Preferred Shares equal to the quotient obtained by dividing (i) the product of (A) the Buyer Preferred Share Percentage multiplied by (B) the excess of (x) the Estimated Merger Consideration over (y) the Cash Consideration, by (ii) the Buyer Share Issue Price with respect to the Buyer Preferred Shares (provided, however, that, (1) the number of Buyer Preferred Shares to be issued to the Seller pursuant to this Section 3.2 shall be adjusted in accordance with clause (z) of the second proviso of Section 7.2(b)) and (2) after giving effect to the foregoing clause (1), to the extent that the aggregate value of the Buyer Common Shares that the Seller would receive at Closing based on the formula described above, before taking into account the Cash Consideration Adjustment Mechanic, would constitute less than forty percent (40%) of the Total Consideration the Seller would receive at Closing, the number of Buyer Preferred Shares the Seller receives at Closing (determined using the Buyer Share Issue Price for the Buyer Preferred Shares) shall be reduced and the amount of the Buyer Common Shares shall be correspondingly increased, so that the aggregate value of the Buyer Common Shares (determined using the Closing Price Per Share) the Seller receives at Closing is equal to forty percent (40%) of the Total Consideration the Seller receives at Closing, the adjustment in this proviso, the “Preferred Share Adjustment Mechanic”), (d) any additional amounts to which the Seller may be entitled pursuant to Section 3.5(d) and (e) the Earnout Shares, if any, in accordance with Section 3.6. For purposes hereof, (1) “Buyer Common Share Percentage” means 74.1%, and (2...
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Conversion of Company Common Units. Each Company Common Unit issued and outstanding immediately prior to the Effective Time (other than Cancelled Units) will be converted into the right to receive: (i) 97.796467 (the “Exchange Ratio”) shares of Parent Common Stock (together with any cash to be paid in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.01(e), the “Merger Consideration”); and (ii) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such Company Common Units in accordance with Section 2.02(g).
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Conversion of Company Common Units. Subject to Section 3.3(d), each common unit representing a Membership Interest of Company (each a “Company Common Unit” and, collectively, the “Company Common Units”) issued and outstanding immediately prior to the Effective Time (other than any Cancelled Units), shall be converted automatically into the right to receive a number of Parent Ordinary Shares equal to the Final Unit Exchange Ratio; provided that any fractional Parent Ordinary Shares to which any holder would otherwise be entitled resulting from such conversion shall be treated as set forth in Section 3.3(d).
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Related to Conversion of Company Common Units

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer 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, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Conversion of Company Stock (i) Each share of Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

  • Conversion of Company Capital Stock Subject to Section 3.2 and Section 3.3, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1.

  • Conversion of Company Shares At and as of the Effective Time, (A) each issued and outstanding Company Share (other than any Company Shares owned by Parent, the Parent Subsidiary or the Company) shall be converted into the right to receive 0.445 Parent Shares (the "PER SHARE MERGER CONSIDERATION"), and all such Company Shares shall no longer be outstanding, shall be canceled and shall cease to exist, and each holder of a certificate representing any such Company Shares shall thereafter cease to have any rights with respect to such Company Shares, except the right to receive the Per Share Merger Consideration for each such Company Share and any unpaid dividends and distributions, if any, to which the holder of such Company Shares is entitled pursuant to ss.2(e) upon the surrender of such certificate in accordance with ss.2(e) below (collectively, the "MERGER CONSIDERATION"), provided, however, that the Per Share Merger Consideration shall be subject to proportionate adjustment in the event of any stock split, stock dividend or reverse stock split, and (B) each Company Share owned by Parent, Parent Subsidiary or the Company shall be canceled without payment therefor. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in thisss.2(d)(v) after the Effective Time. Notwithstanding anything to the contrary in thisss.2(d)(v), no fractional Parent Shares shall be issued to then former holders of Company Shares. In lieu thereof, each then former holder of a Company Share who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all certificates delivered by such then former holder at any one time) shall receive an amount in cash equal to such fraction of a Parent Share multiplied by the Closing Sales Price per Parent Share on the date of the Effective Time.

  • 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: (a) Each share of (i) Class A Common Stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) and (ii) Class B Common Stock, par value $0.0001 per share, of the Company (the “Class B Common Stock” together with the Class A Common Stock, the “Company Stock”), issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as defined below), shall be converted into and represent the right to receive such number of shares of Parent Common Stock as is equal to the “Conversion Ratio” set forth on Schedule 1.5(a) hereto such that the post-Merger capitalization structure shall be as set forth in Exhibit A. An aggregate of 5,833,333 shares of Parent Common Stock, subject to adjustment as necessary due to rounding as set forth in Section 1.7, shall be issuable to the stockholders of record of the Company (including Dissenting Shares) outstanding immediately prior to the Effective Time (the “Company Stockholders”). The shares of Parent Common Stock into which the shares of Company Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time. (b) After the Effective Time, the Parent shall deliver certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the transfer agent for the Parent Common Stock. If any Company Stock Certificate shall have been lost, stolen or destroyed, the transfer agent for the Parent Common Stock may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of common stock, par value $0.0001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.