Effect on Company Interests Clause Samples

Effect on Company Interests. By virtue of the Merger and without any action on the part of Buyer, the Company or Acquisition Sub: (a) As of the Effective Time, the entire outstanding membership interests of Acquisition Sub shall be converted into and become the entire outstanding membership interests of the Surviving Company; (b) As of the Effective Time, each membership interest in the Company issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be automatically converted into the right to receive an amount equal to (i) a Basic Fractional Interest of the Member Cash Payment, without interest, (ii) a Basic Fractional Interest in the Escrow Fund, and (iii) a Basic Fractional Interest of the Earn-Out Payments, if any (items (i), (ii), and (iii) collectively constitute the “Merger Consideration”). Schedule 2.3 attached hereto sets forth each of the Members and the number of membership interests held by each such Member; and (c) All outstanding and unexpired options granted under the Company’s Class C Unit Option Plan (regardless of whether or not such options have vested) (the “Options”), shall be cancelled immediately prior to the Effective Time and each holder of a cancelled Option (an “Option Holder”) shall be entitled to receive, in consideration for the cancellation of such Option, an amount in cash (the “Option Cash Payment”) equal to the product of (i) the number of Units previously subject to such Option and (ii) the excess, if any, of a Fully Diluted Fractional Interest of the Aggregate Proceeds over the exercise price per Unit previously subject to such Option (such payment to be net of any required tax withholdings and other amounts required by law to be withheld with respect to such Option), payable to such holder as soon as administratively feasible following the Closing in accordance with the procedures set forth in Section 1.9 hereof, without interest thereon. If the exercise price of any Option equals or exceeds a Fully Diluted Fractional Interest of the Aggregate Proceeds, the Option Cash Payment therefor shall be zero.
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Effect on Company Interests. Subject to the terms and conditions of --------------------------- this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any Company Interests, the following shall occur: (a) Conversion of Company Common Units. Each common unit of Company ---------------------------------- Interest ("Company Common Unit") issued and outstanding immediately prior to the ------------------- Effective Time (other than any Company Common Units to be canceled pursuant to Section 1.6(c)) will be canceled and extinguished and be converted automatically into the right to receive (i) the Cash Amount Per Participating Unit and (ii) that number of ADSs of Parent equal to the Participating Exchange Ratio, upon delivery of an affidavit of membership, in the form attached here as Exhibit A --------- (an "Affidavit of Membership") in respect of such Company Common Unit to Parent ----------------------- or Merger Sub.
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Effect on Company Interests. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company, Merger Sub or the holder of any Company Interests or limited liability company interests of Merger Sub:
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Effect on Company Interests 
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Related to Effect on Company Interests

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof. (b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. (b) Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.