Conversion of Interests Clause Samples

Conversion of Interests. At the Effective Time, each of the following transactions shall be deemed to occur simultaneously: (a) The limited liability company interests in Sub 2 outstanding immediately prior to the Effective Time (100% of which is held by Emdeon) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become limited liability company interests in the Surviving Entity. (b) Subject to Section 1.7, each share of Common Stock of ▇▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇▇▇ Common Stock”) 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 and become ______ shares of Class A Common Stock, par value $0.00001 per share, of Emdeon (“Emdeon Class A Stock”). The sole stockholder of ▇▇▇▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇▇▇▇ Stockholder”) shall receive, along with the Emdeon Class A Stock, the rights to receive payments in respect of certain cash tax savings of Emdeon that are the subject of the Tax Receivable Agreement (Reorganizations) to be entered into by and among Emdeon, H&F ITR Holdco, L.P., GA ITR Holdco, L.P. and GA-H&F ITR Holdco, L.P., and that relate to ▇▇▇▇▇▇▇▇▇▇ and transactions entered into by the ▇▇▇▇▇▇▇▇▇▇ Stockholder. (c) The parties acknowledge that Emdeon is issuing the Emdeon Class A Stock to the ▇▇▇▇▇▇▇▇▇▇ Stockholder pursuant to Section 1.6(b) in reliance upon the representations given by the ▇▇▇▇▇▇▇▇▇▇ Stockholder in Section 3.3 of the Reorganization Agreement, dated as of , 2009, by and among Emdeon, the ▇▇▇▇▇▇▇▇▇▇ Stockholder and the other persons party thereto (the “Reorganization Agreement”).

Conversion of Interests. (i) At the Effective Time, on the terms and subject to the conditions set forth in this Agreement, by virtue of the Merger and without any action on the part of Merger Sub, Vision or any of their respective interestholders:

Conversion of Interests. 13.1 Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first to occur of (i) the Transfer of such Partner's entire Interest as a Partner in a Permitted Transfer (in which event the transferee of such Interest shall be admitted as a successor General Partner and a Limited Partner upon compliance with Section 12.3), (ii) the Unanimous Vote of the Partnership Board to approve a request by such General Partner to withdraw, (iii) any Adverse Act with respect to such Partner, (iv) such Partner's failure to satisfy the Minimum Ownership Requirement or (v) in the case of Comcast only, the occurrence of any of the events described in Section 6.4(f) that cause Comcast to become an Exclusive Limited Partner. In the event a Person ceases to be a General Partner pursuant to clauses (ii), (iii), (iv) or (v), the Interest of such Person as a General Partner shall automatically and without any further action by the Partners be converted into an Interest solely as a Limited Partner, and such Partner shall thereafter be an Exclusive Limited Partner. (b) The Partners intend that the Partnership not dissolve as a result of the cessation of any Person's status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 14.1 shall govern.

Conversion of Interests. Upon a conversion of the Company to a corporation, the Interests of the Qualified Members will be converted into Class B Common Shares of the Corporation entitling the holders thereof to ten votes per share. The Interests of other Members will be converted into Class A Common Shares of the Corporation entitling the holders thereof to one vote per share. The certificate of incorporation of the Corporation will provide that (i) Class B Common Shares that are Transferred to, or held by, Persons that are not Qualified Members will convert automatically into Class A Common Shares, (ii) Class B Common Shares will be convertible at any time at the option of the holder into Class A Common Shares and (iii) if permitted by the exchange on which shares of the Corporation are listed for trading, Class A Common Shares held by a Qualified Member will be convertible at any time at the option of the holder into Class B Common Shares.

Conversion of 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 Company and/or Merger Subsidiary: (a) Each share of common stock of Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive three (3) shares of Parent or an aggregate of 9,633,000 shares of common stock of Parent, par value $0.001 per share (“Parent Common Stock”). The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, is referred to herein as the “Merger Consideration.” (b) Except as expressly set forth herein, each share of any other equity interest of Company (other than Company Common Stock) shall be cancelled, without payment of any additional consideration therefor and without any conversion thereof. (c) Each share of common stock of Merger Subsidiary, par value $0.001 per share (“Merger Subsidiary Common Stock”), issued and outstanding immediately prior to the Effective Time, shall be cancelled as of the Effective Time. (d) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is then owned beneficially or of record by Parent, Merger Subsidiary or any direct or indirect subsidiary of Parent or Merger Subsidiary, will be cancelled, without payment of any additional consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one share of Company Common Stock shall be issued to Parent.

Conversion of Interests. At the Effective Time, by virtue of the Merger and without any action on the part of Carbon, Oxygen, Merger Sub or the holder of any of the following securities: (a) Subject to Section 2.2(f), each Oxygen Common Interest that is issued and outstanding immediately prior to the Effective Time (other than Cancelled Interests or any Oxygen Interest Award) shall be converted into the right to receive (i) a number of shares of Carbon Common Stock equal to the Per Interest Stock Consideration and (ii) an amount of cash equal to the Per Interest Cash Consideration, in each case as determined pursuant to Section 1.7 (the consideration referred to in clauses (i) and (ii) being collectively referred to as the “Per Common Interest Merger Consideration”; provided that each Oxygen Common Interest (other STRICTLY CONFIDENTIAL EXECUTION than any Oxygen Interest Award) that is owned by a Non-Accredited Investor immediately prior to the Effective Time shall instead be converted into the right to receive an amount of cash, without interest, equal to the Merger Consideration Per Fully Diluted Interest (the “Non-Accredited Investor Common Interest Consideration”) and the right to receive a contingent payment from the Holdback Amount and the Holder Expense Fund pursuant to and subject to the terms and conditions of Section 6.17 and Section 6.18, respectively. (b) At the Effective Time, each award of Oxygen Common Interests that is issued and outstanding but unvested as of immediately prior to the Effective Time (an “Oxygen Interest Award”), subject to receipt of a duly executed Holder Acknowledgement and Investor Questionnaire, shall be converted into an award (a “Carbon Stock Award”) with respect to a number of unvested restricted shares of Carbon Common Stock (rounded to the nearest whole share) that is equal to the product of (i) the number of Oxygen Common Interests subject to such Oxygen Interest Award, multiplied by (ii) the quotient of (A) the Merger Consideration Per Fully Diluted Interest, divided by (B) the Carbon Signing Price; provided that each Oxygen Interest Award that is held by a Non-Accredited Investor and is issued and outstanding but unvested as of immediately prior to the Effective Time shall be converted into an award (a “Carbon Cash Award”) with respect to an amount of cash, without interest, equal to the Merger Consideration Per Fully Diluted Interest. The vesting schedule and all other material terms of each Carbon Stock Award and Carbon Cash Award shal...

Conversion of Interests. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each Equity Interest of Merger Sub issued and outstanding immediately before the Effective Time will be converted into and become one newly issued limited liability company membership interest of the Surviving Company, so that, after the Effective Time, Parent will be the holder of all of the issued and outstanding Equity Interests of the Surviving Company. (b) Each Unit issued and outstanding immediately before the Effective Time will be converted into and represent the right to receive an amount equal to the Per Unit Share of each payment of Merger Consideration that is payable to Former Equity Owners (whether at the Closing or at any time or times thereafter), under the terms of and subject to the procedures and limitations set forth in this Article II. From and after the Effective Time, each holder of any Units will have no rights with respect thereto, other than to receive amounts with respect thereto pursuant to the immediately preceding sentence.

Conversion of Interests. (a) Subject to the terms and conditions contained herein, each Participant is irrevocably bound to accept and entitled to receive, as a result of and upon consummation of the Merger, New REIT Shares or cash pursuant to and as calculated in this Section 1.5. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto, each Participant’s Interests shall be converted automatically into shares of New REIT (each, a “New REIT Share”) or cash with a value equal to the proportionate value represented by such Participant’s Interests, calculated pursuant to Section 1.5(c) (individually and collectively referred to as the “Merger Consideration”), in each case, which the Company shall deliver to the Participants immediately upon Closing. (c) Subject to the Sections 1.9 and 2.2(c), the number of New REIT Shares or amount of cash constituting the Merger Consideration to be paid to a Participant on account of all of such Participant’s Interests shall be calculated as follows: (i) Each Limited Partner that is an Eligible Investor shall receive a number of New REIT Shares equal to taking (A) the product which results from (1) multiplying the Combined LP Share by (2) the Distributable Equity Value, and dividing it by (B) the IPO Price, and then multiplying the result by (C) the Individual LP Share, rounded down to the nearest whole share. (ii) The General Partner shall receive a number of New REIT Shares equal to taking (A) the product which results from (1) multiplying the GP Share by (2) the Distributable Equity Value, and dividing it by (B) the IPO Price, rounded down to the nearest whole share. (iii) Each Limited Partner that is not an Eligible Investor shall receive an amount of cash equal the product of (A) the Combined LP Share, multiplied by (B) the Distributable Equity Value, multiplied by (C) the Individual LP Share. (d) No fractional New REIT Shares, or cash in lieu of fractional New REIT Shares, will be issued in the Primary Mergers.

Conversion of Interests. At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, the members of the Company, GWR or Merger Sub, (a) the interest in the Company of each member of the Company shall be converted into the right to receive from GWR the amount of cash and/or into the number of shares of the common stock, par value $0.01 per share, of GWR (the "Common Stock"), shown for such member on Exhibit A to this Agreement, except that any interest in the Company held directly or indirectly by GWR shall not be converted in the Merger and shall remain outstanding, and (b) the entire interest in Merger Sub shall be converted into an interest in the Company that is equivalent in the aggregate to the interests in the Company that are converted pursuant to the foregoing clause (a).