Common use of Conversion of Interests Clause in Contracts

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).