Change in Business Form. In the event the Design Professional changes its business form, it shall notify the Owner in writing and include appropriate tax identification information. The Owner shall make all future payments in accordance with such notice and a signed amendment to this Contract.
Change in Business Form. In the event that the Program Manager changes its business form, it shall notify the Owner in writing and include appropriate tax identification information. The Owner shall make all future payments in accordance with such notice and a signed amendment to this Contract.
Change in Business Form. With or without a vote or consent of the Members, the Board may, upon any Initial Public Offering, and the Board shall, upon a Qualified Public Offering, elect to cause Holdings LLC to reorganize as a Delaware corporation (the “Successor”) in accordance with this Section 9.4 in anticipation of registration of the common stock of such Successor. The method of effecting such reorganization, whether by conversion to or merger with and into a corporate Subsidiary of Holdings LLC or otherwise, shall (subject to the remaining provisions of this Section 9.4) be determined by the Board in its discretion; provided that Holdings LLC shall to the extent feasible under the circumstances effect any such reorganization in a manner which avoids creation of a taxable income for Holdings LLC, its Subsidiaries or any Member (including effecting the transactions described in Section 9.4(a)).
(a) Each of the Members hereby agrees to take such actions as are reasonably required to effect such reorganization as shall be determined by the Board and irrevocably authorizes and appoints each of the Managers who are in office at such time as such Member’s representative and true and lawful attorney-in-fact and agent to act in such Member’s name, place and stead as contemplated in this Section 9.4 and to execute in the name and on behalf of such Member any agreement, certificate, instrument or document to be delivered by the Members in connection with any such reorganization as determined by the Board (but with such power of attorney to be exercised only in the event of the failure of such Member to comply with this Section 9.4). In connection with any such reorganization, each of the transactions described in clauses (i) through (iv) of this Section 9.4(a) shall be consummated as provided below and deemed to have occurred simultaneously:
(i) The Successor shall be organized as a Delaware corporation, with customary charter and by-laws, each reasonably acceptable to the Board and the Universal Majority;
(ii) Each Unit shall (effective upon and subject to the consummation of such Initial Public Offering) convert into shares of common stock of the Successor (the “Successor Stock”), and the shares of Successor Stock shall be allocated among the Holders in exchange for their respective Units such that each Holder shall receive a number of shares of Successor Stock equal to the quotient (the “Quotient”) of (A) the amount such Holder would have received in respect of such Holder’s Units in...
Change in Business Form. (a) If the Managing Member approves the reorganization of the Company or any of its Subsidiaries into another business form, each Member hereby consents to such reorganization or election and shall vote for (to the extent such Member has voting rights), raise no objections against such reorganization, and each Member shall take such actions as are reasonably requested by the Managing Member in connection with the consummation of such reorganization of the Company or any of its Subsidiaries as determined by the Managing Member. The method of effecting such reorganization shall be determined by the Managing Member.
(b) In connection with any such reorganization, (i) the organizational documents of the reorganized entity shall provide that the rights and obligations of the Members hereunder shall continue to apply substantially in accordance with the terms hereof, except to the extent the parties hereto otherwise agree in writing and (ii) each Membership Interest shall (effective upon and subject to the consummation of such reorganization) convert into equity securities of the reorganized entity and shall be allocated among the Members such that each Member shall receive equity securities in the or reorganization entity with substantially similar economic rights as such Member’s former Membership Interests.
Change in Business Form. Applicant agrees that should credit be extended to Applicant or to any business entity in which Applicant has a proprietary interest pursuant to this Agreement, and Applicant or the business entity in which Applicant has a proprietary interest commences doing business under another name, different ownership or legal form, Applicant and Guarantor(s) guarantee and shall be personally, jointly and severally responsible for payment of all monies due and owing to Xxxxx from both the original and the new business entity or form until Applicant notifies Xxxxx in writing of such change in business status, such written notification is received by Xxxxx’x credit department, the prior entity or form has paid any balance due to Xxxxx and Xxxxx has approved the new applicant.
Change in Business Form. Each Unitholder hereby irrevocably delegates and cedes to the Board the sole authority and power to, in its sole discretion, (i) convert the Company into a corporation (by merger or otherwise) or another form of business entity at any time, in which event the terms and conditions contained herein (including the terms and conditions relating to the Units and Capital Accounts) shall be, as closely as possible, adopted by the new entity or (ii) notwithstanding anything else in this Agreement to the contrary, make an election to have the Company be treated as a corporation for federal income tax purposes and, if applicable, state income or franchise tax purposes, rather than as a partnership (each, a “Conversion”). Without limiting the generality of the foregoing, it is anticipated that a Conversion would occur prior to, or in connection with, an initial Public Offering. In connection with any Conversion, the Board may cause a recapitalization, reorganization, incorporation and/or exchange of the Units into securities which, to the extent possible, reflect and are consistent with the Units and Capital Accounts as in effect immediately prior to such transaction. No Unitholder shall have the right or power to veto, vote for or against, amend, modify or delay any such Conversion. Further, each Unitholder shall execute and deliver any documents and instruments and perform any additional acts that may be necessary or appropriate, as determined by the Board, to effectuate and perform any such Conversion.
Change in Business Form. Each Unitholder hereby irrevocably delegates and cedes to the Board the sole authority and power to, in its sole discretion, in preparation for or contemplation of an anticipated Qualified Public Offering (as defined in the Securityholders Agreement) (i) convert the Company into a corporation (by a conversion pursuant to Section 18-216 of the Delaware Act or other conversion statute, merger or otherwise) or another form of business entity at any time, in which event the terms and conditions contained herein (including the terms and conditions relating to the Units and Capital Accounts) shall be, as closely as possible, adopted by the new entity or (ii) notwithstanding Section 2.9 or anything else in this Agreement to the contrary, make an election to have the Company be treated as a corporation for federal income tax purposes and, if applicable, state income or franchise tax purposes, rather than as a partnership (each, a “Conversion”). Without limiting the generality of the foregoing, it is anticipated that a Conversion would occur prior to, or in connection with, a Qualified Public Offering (as defined in the Securityholders Agreement). In connection with any Conversion, the Board may cause a recapitalization, reorganization, incorporation and/or exchange of the Units into securities which reflect and are substantially consistent with the Units and Capital Accounts as in effect immediately prior to such transaction and shall provide for the Unitholders to have the benefits and burdens of agreements that are substantially consistent with the Securityholders Agreement and other equity agreements. No Unitholder shall have the right or power to veto, vote for or against, amend, modify or delay any such Conversion. Further, each Unitholder shall execute and deliver any documents and instruments and perform any additional acts that may be necessary or appropriate, as determined by the Board, to effectuate and perform any such Conversion (including, without limitation, in the case of any Management Unitholder, executing an agreement with the successor providing for the continued vesting of, and repurchase rights respecting, any equity securities issued in respect of Unvested Common Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth in any Management Unit Purchase Agreement or option grant agreement, as the case may be).
Change in Business Form. In connection with a proposed Public Offering with respect to which the managing underwriters advise the Company that in their opinion the capital structure of the Company or its form of legal entity may adversely affect the marketability of the offering, the Members and any other Person owning Units will vote for a recapitalization and/or exchange of the Units into securities (the “Reclassified Securities”) (i) that the managing underwriters and the Board find acceptable, (ii) which does not cause any Member to recognize significant income for federal income tax purposes, and (iii) in which all or a portion of the Units are either combined into a single class or type of Reclassified Security and/or the rights and preferences of ail or a portion of the classes of Units of the Company are preserved as nearly as possible, and the Members and any other Person owning Units will take such actions as are reasonably required in connection with such recapitalization and/or exchange, including converting the Company from a limited liability company into a corporation, contributing their respective Units to a newly formed corporation in exchange for stock of such newly formed corporation or structuring the recapitalization and/or. exchange in any other manner advised by the managing underwriters and the Board; provided, that the Reclassified Securities provide each Member or other Person owning Units with the same relative economic interest (taking into account any federal income tax consequences or the recapitalization) as such Person had prior to such recapitalization or exchange; provided further that the provisions of this Agreement (to the extent applicable) and the Registration Rights Agreement, dated as of the date hereof, between the Company and certain Members shall apply to the Reclassified Securities and the issuer thereof as such provisions apply to the Units and the Company, mutatis mutandis. Each Member or other Person owning Units shall take all action reasonably requested by the Board to effect any such restructuring.
Change in Business Form. (a) Except in the case of a Reorganization Event, which shall be determined in accordance with Section 6,9, or in the case of a Reclassification Event, which shall be determined in accordance with Section 6,8, if the Managing Member approves the reorganization of the Company or any of its Subsidiaries into another business form, each Member hereby consents to such reorganization or election and shall vote for (to the extent such Member has voting rights), raise no objections against such reorganization, and each Member shall take such actions as are reasonably requested by the Managing Member in connection with the consummation of such reorganization of the Company or any of its Subsidiaries as determined by the Managing Member. The method of effecting such reorganization shall be determined by the Managing Member; provided, however, that the Managing Member (or its successor), the Company, and the Members shall use reasonable best efforts to structure any such reorganization in a manner that is tax efficient for the Company and its Members.
(b) In connection with any such reorganization, (i) the organizational documents of the reorganized entity shall provide that the rights and obligations of the Members hereunder shall continue to apply substantially in accordance with the terms hereof, except to the extent the parties hereto otherwise agree in writing and (ii) each Membership Interest shall (effective upon and subject to the consummation of such reorganization) convert into equity securities of the reorganized entity and shall be allocated among the Members such that each Member shall receive equity securities in the or reorganization entity with substantially similar economic rights as such Member’s former Membership Interests.
Change in Business Form. Change their business form from a corporation organized under Subchapter C of the Internal Revenue Code.
