Common use of Effect on Equity Interests Clause in Contracts

Effect on Equity Interests. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the Members: (a) Each outstanding unit of limited liability company membership interest of Merger Sub shall be converted into and become one unit of limited liability company membership interest of the Surviving Company. (b) Subject to Section 3.01(e), the Company LLC Interests outstanding immediately prior to the Effective Time shall be converted into the right to receive, (A) for the Manager (i) the Per LLC Interest Closing Merger Consideration in cash minus the Escrow Amount, payable to the Manager upon the Closing in the manner provided in Section 3.02, plus (ii) subject to adjustment as provided in the Escrow Agreement, any distribution from the Escrow Account to which the Manager is entitled; or (B) for all other Members, the Per LLC Interest Closing Merger Consideration payable to the holder thereof upon the Closing in the manner provided in Section 3.02. (c) The consideration paid in accordance with the terms of Sections 3.01(b) and 3.02 shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company LLC Interests, and after the Effective Time there shall be no further registration of transfers on the transfer books of the Surviving Company of Company LLC Interests that were outstanding immediately prior to the Effective Time. (d) Notwithstanding anything to the contrary contained herein, Parent, the Company, Merger Sub, the Surviving Company or any other applicable withholding agent, as applicable, and after adequate notice to and discussion with SBEEG as to the appropriateness of withholding shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld under the Code, or under any provision of applicable state, local or foreign Tax Law, with respect to the making of such payment and any amounts so deducted or withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company LLC Interests in respect of which such deduction or withholding was made. (e) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate amounts payable at the Closing in connection with the Merger under this Article III exceed the Aggregate Closing Merger Consideration less the Escrow Amount.

Effect on Equity Interests. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the Members: (a) Each outstanding unit of limited liability company membership interest of Merger Sub shall be converted into and become one unit of limited liability company membership interest of the Surviving Company. (b) Subject to Section 3.01(e), the Company LLC Interests outstanding immediately prior to the Effective Time shall be converted into the right to receive, (A) for the Manager (i) the Per LLC Interest Closing Merger Consideration in cash minus the Per LLC Interest Equivalent Escrow Amount, payable to the Manager upon the Closing in the manner provided in Section 3.02, plus (ii) subject to adjustment as provided in the Escrow Agreement, any distribution from the Escrow Account to which the Manager is entitled; or (B) for all other Members, the Per LLC Interest Closing Merger Consideration payable to the holder thereof upon the Closing in the manner provided in Section 3.02, plus (B) subject to adjustment as provided in the Escrow Agreement, an amount equal to the quotient of (i) the aggregate amount, if any, of the distributions to the Members of any portion of the Escrow Amount from the Escrow Account divided by (ii) the total number of Company LLC Interests. (c) The consideration paid in accordance with the terms of Sections 3.01(b) and 3.02 shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company LLC Interests, and after the Effective Time there shall be no further registration of transfers on the transfer books of the Surviving Company of Company LLC Interests that were outstanding immediately prior to the Effective Time. (d) Notwithstanding anything to the contrary contained herein, Parent, the Company, Merger Sub, the Surviving Company or any other applicable withholding agent, as applicable, and after adequate notice to and discussion with SBEEG as to the appropriateness of withholding shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld under the Code, or under any provision of applicable state, local or foreign Tax Law, with respect to the making of such payment and any amounts so deducted or withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company LLC Interests in respect of which such deduction or withholding was made. (e) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate amounts payable at the Closing in connection with the Merger under this Article III exceed the Aggregate Closing Merger Consideration less the Escrow Amount.