Common use of Conversion of Company Interests Clause in Contracts

Conversion of Company Interests. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Interests, each unit of Company Interests (other than any Disregarded Units) issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and automatically converted into the right to receive (following satisfaction of the Payment Condition): (i) a non-assignable right to receive a number of shares of Parent Common Stock equal to (A) the Per Unit Stock Amount, minus (B) the Per Unit Holdback Stock Amount, required to be delivered in accordance with Section 2.3(d), as, when and in such amounts as such shares are required to be made; (ii) a non-assignable contingent right to receive an amount of cash equal to (A) the First Cash Payment Amount divided by (B) the Outstanding Units, if any, required to be delivered in accordance with Section 2.5, as and when such deliveries are required to be made; (iii) a non-assignable contingent right to receive an amount of cash equal to (A) the Second Cash Payment Amount divided by (B) the Outstanding Units, if any, required to be delivered in accordance with Section 2.5, as and when such deliveries are required to be made; (iv) a non-assignable contingent right to receive an amount of cash equal to (A) the Third Cash Payment Amount divided by (B) the Outstanding Units, if any, required to be delivered in accordance with Section 2.6, as and when such deliveries are required to be made; (v) a non-assignable contingent right to receive a number of shares of Parent Common Stock (or, following the consummation of a Qualifying Acquisition, shares of the publicly listed company that acquired Parent) equal to (A) the Earnout Stock Consideration divided by (B) the Outstanding Units, if any, required to be delivered in accordance with Section 2.7, as and when such deliveries are required to be made; (vi) a non-assignable contingent right to receive the portion of the Holdback Amount, if any, required to be delivered in accordance with Section 10.8, as and when such deliveries are required to be made; and (vii) a non-assignable contingent right to receive the portion of the Expense Fund Amount, if any, required to be delivered in accordance with Section 10.14(c), as and when such deliveries are required to be made.