Common use of Conversion of Interests Clause in Contracts

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. 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 any party hereto or the holder thereof, be converted into and become limited liability company interests in of any of the Surviving Entity.following securities: (ba) Subject to Section 1.7, each share of Common Stock of ▇▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇▇▇ Common Stock”) Each limited partnership interest in Acquisition Sub outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into and become ______ shares a limited partnership interest in the Surviving Partnership representing a proportionate economic ownership interest in the Surviving Partnership equal to its proportionate economic ownership interest in Acquisition Sub immediately prior to the Effective Time; (b) The interest of Class A Common Stock, par value $0.00001 per share, of Emdeon (“Emdeon Class A Stock”). The sole stockholder of ▇▇▇▇▇▇▇▇▇▇ (Acquisition GP in Acquisition Sub shall be converted into a general partnership interest in the “▇▇▇▇▇▇▇▇▇▇ Stockholder”) shall receive, along with Surviving Partnership representing a proportionate economic ownership interest in the Emdeon Class A Stock, Surviving Partnership equal to its proportionate economic ownership interest in Acquisition Sub immediately prior to 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.Effective Time; (c) The parties acknowledge that Emdeon is issuing Interest of Eastrich and each limited partner in the Emdeon Class A Stock Company shall be converted into and shall represent the right to receive: (i) a cash payment in the ▇▇▇▇▇▇▇▇▇▇ Stockholder amount of the Net Purchase Price (as hereinafter defined) multiplied by such Partner's Interest, subject to adjustment pursuant to Section 1.6(b2.8 hereof (the "Per Interest Cash Payment"); (ii) an interest in the Indemnification Escrow Amount (as hereinafter defined) equal to such Partner's Interest multiplied by the Indemnification Escrow Amount, subject to the terms and conditions of Article VII hereof and the Indemnification Escrow Agreement (as hereinafter defined); (iii) an interest in the cash, if any, delivered into the Holdback Escrow (as hereinafter defined) or into the control of the Indemnification Representative pursuant to Section 2.7(f) equal to such Partner's Interest multiplied by the aggregate amount of cash delivered into the Holdback Escrow or into the control of the Indemnification Representative pursuant to Section 2.7(f); (iv) an interest in the Arrowhead Escrow (as hereinafter defined) equal to such Partner's Interest multiplied by the aggregate amount of cash delivered into the Arrowhead Escrow; and (v) if the Aggregate Additional Amount is positive, a cash payment in the amount of the Aggregate Additional Amount multiplied by such Partner's Interest (the "Per Interest Additional Payment") payable in accordance with Section 2.9 hereof. (d) Upon conversion of the Interests of the Partners in accordance with Section 2.4(c) hereof, each Partner shall be deemed to have withdrawn as a partner of the Surviving Partnership as of the Effective Time, whereupon each Partner will have no further Interest (or other interest) in reliance upon the representations given by Surviving Partnership, and shall be deemed to have withdrawn any representatives to the ▇▇▇▇▇▇▇▇▇▇ Stockholder in Section 3.3 Management Committee of the Reorganization Agreement, dated as of , 2009, by and among Emdeon, the ▇▇▇▇▇▇▇▇▇▇ Stockholder and the other persons party thereto (the “Reorganization Agreement”)Surviving Partnership.

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 1 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”) The aggregate limited liability company interests in EBS Acquisition II outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder holders thereof, be converted into and become ______ an aggregate of 13,773,913 shares of Class A Common Stock, par value $0.00001 per share, of Emdeon (the “Emdeon Class A StockShares”). The sole stockholder Subject to Section 1.7, the Emdeon Shares shall be allocated among the members of ▇▇▇▇▇▇▇▇▇▇ EBS Acquisition II (the “▇▇▇▇▇▇▇▇▇▇ StockholderEBS Members”) in proportion to their percentage interests in EBS Acquisition II immediately prior to the Effective Time. The EBS Members shall receive, along with the Emdeon Class A StockShares, 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 ▇▇▇▇▇▇▇▇▇▇ EBS Acquisition II and transactions entered into by the ▇▇▇▇▇▇▇▇▇▇ StockholderEBS Members. (c) The parties acknowledge that Emdeon is issuing the Emdeon Class A Stock Shares to the ▇▇▇▇▇▇▇▇▇▇ Stockholder EBS Members pursuant to Section 1.6(b) in reliance upon the representations given by the ▇▇▇▇▇▇▇▇▇▇ Stockholder EBS Members in Section 3.3 3.2 of the Reorganization Agreement, dated as of August 4, 2009, by and among Emdeon, the ▇▇▇▇▇▇▇▇▇▇ Stockholder EBS Members and the other persons party thereto (the “Reorganization Agreement”).

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 any Party or the holder thereof, be converted into and become limited liability company interests in of any of the Surviving Entity.following securities: (ba) Subject to Section 1.7, each share Each membership interest of Common Stock of ▇▇▇▇▇▇▇▇▇▇ the Company (“▇▇▇▇▇▇▇▇▇▇ Common Stock”"Company Interests") issued and outstanding immediately prior to the Effective Time shall, (other than Company Interests owned beneficially by virtue of the Merger and without any action on Parent or the part of the holder thereof, Acquisition Subsidiary) shall be converted into and become ______ represent the right to receive (subject to the provisions of Section 1.9) such number of shares of Class A Parent Common StockStock as is set out on Disclosure Schedule 1.5, and which is consistent with the Company's limited liability agreement. An aggregate of 23,875,000 shares of Parent Common Stock shall be issued to the stockholders of the Company in connection with the Merger. (b) The calculation of conversion of membership interests will be done on a diluted basis, after giving effect to the exercise of any and all outstanding options ("Options"), warrants ("Warrants") and other rights to acquire Company Interests. Holders of Company Interests of record of the Company as of the Closing Date (the "Indemnifying Members") shall be entitled to receive immediately 95% of the shares of Parent Common Stock into which their Company Interests were converted pursuant to Disclosure Schedule 1.5 (the "Initial Shares"); the remaining 5% of the shares of Parent Common Stock into which their Company Interests were converted pursuant to Disclosure Schedule 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the "Escrow Shares"), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement. The Initial Shares and the Escrow Shares shall together be referred to herein as the "Merger Shares." (c) Each issued and outstanding share of common stock, par value $0.00001 0.001 per share, of Emdeon (“Emdeon Class A Stock”). The sole stockholder of ▇▇▇▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇▇▇▇ Stockholder”) Acquisition Subsidiary shall receivebe converted into one validly issued, along with fully paid and nonassessable membership interest in 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 ▇▇▇▇▇▇▇▇▇▇ StockholderSurviving Entity. (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. At the Effective Time, each of the following transactions shall be deemed to occur simultaneously: (a) The limited liability company interests in Sub 2 1 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”) The aggregate limited liability company interests in EBS Acquisition II outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder holders thereof, be converted into and become ______ an aggregate of shares of Class A Common Stock, par value $0.00001 per share, of Emdeon (the “Emdeon Class A StockShares”). The sole stockholder Subject to Section 1.7, the Emdeon Shares shall be allocated among the members of ▇▇▇▇▇▇▇▇▇▇ EBS Acquisition II (the “▇▇▇▇▇▇▇▇▇▇ StockholderEBS Members”) in proportion to their percentage interests in EBS Acquisition II immediately prior to the Effective Time. The EBS Members shall receive, along with the Emdeon Class A StockShares, 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 ▇▇▇▇▇▇▇▇▇▇ EBS Acquisition II and transactions entered into by the ▇▇▇▇▇▇▇▇▇▇ StockholderEBS Members. (c) The parties acknowledge that Emdeon is issuing the Emdeon Class A Stock Shares to the ▇▇▇▇▇▇▇▇▇▇ Stockholder EBS Members pursuant to Section 1.6(b) in reliance upon the representations given by the ▇▇▇▇▇▇▇▇▇▇ Stockholder EBS Members in Section 3.3 3.2 of the Reorganization Agreement, dated as of , 2009, by and among Emdeon, the ▇▇▇▇▇▇▇▇▇▇ Stockholder EBS Members and the other persons party thereto (the “Reorganization Agreement”).