Common use of Conversion of Membership Units Clause in Contracts

Conversion of Membership Units. The manner and basis of converting the shares of stock or membership units of each of the Constituent Corporations into shares of stock of Surviving Corporation are as follows: 4.1. The shares of Preferred Stock and Common Stock, whether authorized or issued on the Effective Date, shall not be converted or exchanged as a result of the merger, but upon said date, all shares of Preferred Stock and Common Stock theretofore authorized (whether issued or unissued) shall be and be deemed to be shares of Preferred Stock and Common Stock, respectively, of Surviving Corporation, and all such shares of stock of Surviving Corporation outstanding on the effective date of the merger (including shares held in the Treasury of Surviving Corporation) shall remain outstanding, shall be and be deemed fully paid and nonassessable and shall retain all rights to accrued and unpaid dividends, if any. 4.2. Each Membership Unit of Merged Company issued and outstanding on the Effective Date and all rights in respect thereof, shall, on said date, be converted into and exchanged for 36.7 shares of presently authorized and unissued Common Stock; provided, however, that the Members agree that the aggregate number of shares of Common Stock into which Membership Units are convertible shall, notwithstanding any provision of this Agreement to the contrary, be distributed to each Member as follows: ▇▇▇▇▇▇ ▇. ▇▇▇▇ 18,700 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 10,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 8,000 4.3. As soon as practicable after (i) surrender of any certificate or certificates representing Membership Units, or (ii) the Effective Date if no such certificates have been issued, each Member shall be entitled to receive in exchange for their Membership Units a certificate or certificates representing the number of whole shares of Common Stock into which such Membership Units are convertible pursuant to Section 4.2 above. (a) If certificates evidencing Membership Units have been issued, each outstanding certificate which, prior to the Effective Date, represented Membership Units shall be deemed for all corporate purposes to evidence the ownership of the number of whole shares of Common Stock which the holder of the certificate for Membership Units would be entitled to receive upon surrender thereof for exchange as aforesaid. (b) In lieu of issuing any fractional shares of Series A Preferred Stock, arrangements will be made to issue to such holders cash representing such fractional share interests. 4.4. All shares of Common Stock into which Membership Units are converted shall be fully paid and nonassessable.

Conversion of Membership Units. The manner and basis of converting the shares of stock or membership units of each of the Constituent Corporations into shares of stock of Surviving Corporation are as follows: 4.1. The shares of Preferred Stock and Common Stock, whether authorized or issued on the Effective Date, shall not be converted or exchanged as a result of the merger, but upon said date, all shares of Preferred Stock and Common Stock theretofore authorized (whether issued or unissued) shall be and be deemed to be shares of Preferred Stock and Common Stock, respectively, of Surviving Corporation, and all such shares of stock of Surviving Corporation outstanding on the effective date of the merger (including shares held in the Treasury of Surviving Corporation) shall remain outstanding, shall be and be deemed fully paid and nonassessable and shall retain all rights to accrued and unpaid dividends, if any. 4.2. Each Membership Unit of Merged Company issued and outstanding on the Effective Date and all rights in respect thereof, shall, on said date, be converted into and exchanged for 36.7 1,000.00 shares of presently authorized and unissued Common Series A Preferred Stock; provided, however, that the Members agree that the aggregate number no fractional share of shares of Common Series A Preferred Stock into which shall be issued in exchange for Membership Units are convertible shall, notwithstanding any provision of this Agreement to the contrary, be distributed to each Member as follows: ▇▇▇▇▇▇ ▇. ▇▇▇▇ 18,700 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 10,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 8,000Units. 4.3. As soon as practicable after (i) surrender of any certificate or certificates representing Membership Units, or (ii) the Effective Date if no such certificates have been issued, each Member shall be entitled to receive in exchange for their Membership Units a certificate or certificates representing the number of whole shares of Common Series A Preferred Stock into which such Membership Units are convertible pursuant to Section 4.2 above. (a) If certificates evidencing Membership Units have been issued, each outstanding certificate which, prior to the Effective Date, represented Membership Units shall be deemed for all corporate purposes to evidence the ownership of the number of whole shares of Common Series A Preferred Stock which the holder of the certificate for Membership Units would be entitled to receive upon surrender thereof for exchange as aforesaid. (b) In lieu of issuing any fractional shares of Series A Preferred Stock, arrangements will be made to issue to such holders cash representing such fractional share interests. 4.4. All shares of Common Series A Preferred Stock into which Membership Units are converted shall be fully paid and nonassessable.