Common use of Effect on Units Clause in Contracts

Effect on Units. At the Effective Time: (a) The Company Units issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders thereof, be converted into the right of Seller to receive (i) the Merger Consideration (including any cash to be paid in lieu of fractional shares of Common Stock), and (ii) any amounts to which Seller is entitled pursuant to Section 1.10. As of the Effective Time, all such Company Units shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right of Seller immediately prior to the Effective Time to receive the Merger Consideration, together with any amounts to which Seller is entitled pursuant to Section 1.10. (b) The limited liability company interests of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become limited liability company interests of the Surviving Company with the same rights, powers and privileges as the limited liability company interests so converted and shall constitute the only outstanding limited liability company interests of the Surviving Company. (c) Notwithstanding the foregoing, if, between the date of this Agreement and the Effective Time, the outstanding shares of Common Stock shall have changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split or stock combination then, the Merger Consideration shall be correspondingly adjusted in an equitable manner to reflect such stock dividend, subdivision, reclassification, recapitalization, split or stock combination.

Effect on Units. At the Effective Time: (a) The Company Units issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company Company, any Equityholder or any other Person: 3.1.1 Each Unit issued and outstanding immediately prior to the holders thereofEffective Time (other than (x) any Units to be cancelled pursuant to Section 3.1.3 and (y) solely with respect to clause (a) below, the Rollover Units (the treatment of which is addressed in Section 3.8) shall, upon the terms and subject to the conditions of this Agreement, automatically be cancelled and converted into the right of Seller the holder thereof to receive an amount in cash, without interest, equal to its respective portion of (i1) the Estimated Closing Merger Consideration and (2) the Additional Merger Consideration (including any cash to be paid in lieu of fractional shares of Common Stockif any), and (ii) any determined as if all such amounts were distributed to which Seller is entitled the Equityholders with respect to all applicable Company Equity Interests pursuant to Section 1.10and in accordance with the Company Operating Agreement, which amounts shall be set forth in the Payout Schedule. As of the Effective Time, all such Company Units each Unit (other than the Rollover Units) shall cease to exist and shall no longer be outstanding outstanding, and shall automatically be canceled and retired and each holder thereof shall cease to existhave any rights with respect thereto, and shall thereafter represent only except the right of Seller immediately prior to the Effective Time to receive the Merger Considerationamounts, together if any, contemplated by this Section 3.1.1, in accordance with any amounts this Agreement. Each of the payments to which Seller is entitled be made pursuant to and in accordance with this Section 1.103.1.1 shall be calculated and paid in accordance with the Payout Schedule. (b) The limited liability company 3.1.2 Each membership interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become limited liability company interests one membership interest of the Surviving Entity. 3.1.3 Each Unit that is issued and outstanding immediately prior to the Effective Time and that is held by the Company with the same rights, powers shall automatically be cancelled and privileges as the limited liability company interests so converted retired and shall constitute the only outstanding limited liability company interests of the Surviving Company. (c) Notwithstanding the foregoing, if, between the date of this Agreement and the Effective Time, the outstanding shares of Common Stock shall have changed into a different number of shares or a different class by reason cease to exist without payment of any stock dividend, subdivision, reclassification, recapitalization, split or stock combination then, the Merger Consideration shall be correspondingly adjusted in an equitable manner to reflect such stock dividend, subdivision, reclassification, recapitalization, split or stock combinationconsideration with respect thereto.