Common use of Change in Business Form Clause in Contracts

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 a Liquidity Event at the time of the Initial Public Offering assuming a Total Equity Value implied by the Price-to-Public, in accordance with Section 4.4, divided by (B) the price per share at which the common stock is being offered to the public in the Initial Public Offering, in each case net of underwriting discounts and commissions (the “Price-to-Public”); (iii) The Successor shall expressly acknowledge and, as applicable, assume the obligations and liabilities of Holdings LLC, including its remaining obligations under this Agreement, the Registration Agreement (as such term is defined in the Investment Agreement) and all other Transaction Agreements and as otherwise described in clause (ii) of this Section 9.4(a), with such conforming changes as may be necessary or appropriate to reflect the corporate status of the Successor, and in connection with such transactions and those described above the Members shall take such action as may be necessary to consolidate Holdings LLC as part of the Successor to the extent such consolidation does not occur by operation of law; and (iv) The Successor (and Holdings LLC) shall use commercially reasonable efforts to make all filings, obtain all approvals and consents and take such other actions as may be necessary, desirable or appropriate to effectuate the reorganization contemplated by this Section 9.4. (b) The organizational documents of the Successor and/or a stockholders’ or other agreement, as appropriate, shall provide that the rights and obligations of the Members hereunder and under the Transaction Agreements (to the extent such rights and obligations survive consummation of an Initial Public Offering, and including the economic and other rights of each class and series of Units) shall continue to apply in accordance with the terms thereof unless the parties thereto otherwise agree in writing pursuant to the terms thereof. (c) In the event of an Initial Public Offering, Holdings LLC and each Member shall take all necessary or desirable actions requested by the Board in connection with the consummation of such Initial Public Offering, including consenting to, voting for and waiving any dissenters rights, appraisal rights or similar rights with respect to a reorganization of Holdings LLC pursuant to the terms of this Section 9.4 and compliance with the requirements of all laws and regulatory bodies which are applicable or which have jurisdiction over such Initial Public Offering. Holdings LLC shall pay all filing fees necessary to obtain all authorizations and approvals required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder that are required for the consummation of the reorganization contemplated in this Section 9.4.

Change in Business Form. 13.1 With or without a vote or consent of the Majority-in-Interest of the Common Members, the Board may, may upon any Initial initial Public Offering, and the Board shall, shall upon a Qualified Public Offering, elect to cause Holdings LLC the Company to reorganize as a Delaware corporation (the “Successor”) in accordance with this Section 9.4 Article 13 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 subsidiary of Holdings LLC the Company or otherwise, shall (subject to the remaining provisions of this Section 9.4Article 13) be determined by the Board in its discretion; provided that Holdings LLC (i) the Company 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 the Company or any Member and (ii) the Company shall not effect any such reorganization in a way that would adversely affect a Member in a manner disproportionate to any adverse effect such reorganization would have on other Members (not including effecting any disproportionate adverse effect on the transactions described in Section 9.4(aparticular tax status or attributes of a Member)), without the written consent of such Member. (a) 13.2 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 Article 13 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 9.4Article 13). In connection with any such reorganization, each of the transactions described in clauses (ia) through (ivd) of this Section 9.4(a) below shall be consummated as provided below and deemed to have occurred simultaneously: (ia) The Successor shall be organized as a Delaware corporation, with customary charter and by-laws, each reasonably acceptable to the Board and the Universal MajorityBoard; (iib) Each Common Unit shall (effective upon and subject to the consummation of such Initial 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 holders in exchange for their respective Common Units such that each Holder holder shall receive a number of shares of Successor Stock equal to the quotient (the “Quotient”) of (Ai) the amount such Holder holder would have received in respect of such Holderholder’s Common Units in a Liquidity Event liquidation or dissolution at the time of the Initial initial Public Offering assuming a Total Equity Value implied by the Price-to-Public, in accordance with Section 4.4Offering, divided by (Bii) the price per share at which the common stock is being offered to the public in the Initial initial Public Offering, in each case net of underwriting discounts and commissions (the “Price-to-Public”)commissions; (iiic) The Successor shall expressly acknowledge and, as applicable, and assume the obligations and liabilities of Holdings LLCthe Company, including its remaining obligations under this Agreement, Agreement and the Registration Agreement (as such term is defined in the Investment Agreement) and all other Transaction Agreements and as otherwise described in clause (ii) of this Section 9.4(a)above, with such conforming changes as may be necessary or appropriate to reflect the corporate status of the Successor, and in connection with such transactions and those described above the Members shall take such action as may be necessary to consolidate Holdings LLC the Company as part of the Successor to the extent such consolidation does not occur by operation of law; and (ivd) The Successor (and Holdings LLCthe Company) shall use commercially reasonable efforts to make all filings, obtain all approvals and consents and take such other actions as may be necessary, desirable or appropriate to effectuate the reorganization contemplated by this Section 9.413.2. 13.3 Without limiting the generality of the foregoing or any other provision of this Agreement, it is understood and agreed that the following structures for any such reorganization and subsequent initial Public Offering shall be utilized by the Company and approved by the Board: (ba) The organizational documents of the Successor and/or a stockholders’ or other agreement, as appropriate, shall provide that the rights and obligations of the Members hereunder and under the Transaction Agreements (to the extent such rights and obligations survive consummation of an Initial initial Public Offering, and including the economic and other rights of each class and series of Units) shall continue to apply in accordance with the terms thereof unless the parties thereto otherwise agree in writing pursuant to the terms thereof. (cb) In the event of an Initial initial Public Offering, Holdings LLC the Company shall, and each Member shall use commercially reasonable efforts to, take all necessary or desirable actions requested by the Board in connection with the consummation of such Initial initial Public Offering, including consenting to, voting for and waiving any dissenters rights, appraisal rights or similar rights with respect to a reorganization of Holdings LLC the Company pursuant to the terms of this Section 9.4 Article 13 and compliance with the requirements of all laws and regulatory bodies which are applicable or which have jurisdiction over such Initial initial Public Offering. Holdings LLC The Company shall pay all filing fees necessary to obtain all authorizations and approvals required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, 1976 as amended, amended and the rules and regulations promulgated thereunder that are required for the consummation of the reorganization contemplated in this Section 9.4Article 13. 13.4 Nothing in this Agreement shall be construed to require a Member to disclose to any third party or governmental entity the identities of partners, shareholders or members of such Member or any of its Affiliates or investment advisers, or other confidential proprietary information of a Member or any of its Affiliates or investment advisers.

Change in Business Form. With (a) In connection with an Initial Public Offering of the Company, all Members shall and shall cause their Affiliates to take all necessary or without desirable actions in connection with the consummation of such transaction (i) to, as the Board of Managers may reasonably request, (A) convert the Company to a vote corporate form in a Tax-free transaction (except to the extent of taxable income or consent gain required to be recognized by a Member in an amount that does not exceed the amount of cash or any property or rights (other than stock) received by such Member upon the consummation of such transaction and/or any concurrent transaction), or (B) accomplish the foregoing by effecting a transaction that is treated as the contribution of the Shares of the Company into a newly formed “shell” corporation pursuant to Section 351 of the Code, with the result that each Member shall hold capital stock of such surviving corporation or business entity (in each case, the “Successor Corporation”), and (ii) to cause the Successor Corporation to assume all of the obligations of the Company under this Section 9.9. (b) The Company and the Board of Managers will use their respective best efforts to perform any conversion or restructuring contemplated in Section 9.9 in the most Tax efficient manner for the Members, including any Members that are treated as corporations for Federal Income Tax purposes. Upon the unanimous vote of the Board mayof Managers that such action is necessary to preserve the benefits of “tacking” under Rule 144 of the Securities Act, upon such conversion or merger may be structured to occur without any action on the part of any Member, and each Member hereby consents in advance to any action that the Board of Managers shall deem necessary to accomplish such result. (c) In connection with an 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 all 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 outstanding Common Shares of the Members hereby agrees to take such actions as are reasonably required to effect such reorganization as Company 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) automatically convert into shares of common stock of the Successor Corporation (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 ) immediately prior to the quotient (the “Quotient”) of (A) the amount such Holder would have received in respect of such Holder’s Units in a Liquidity Event at the time consummation of the Initial Public Offering assuming a Total Equity Value implied by or at such other time as the Price-to-Public, in accordance with Section 4.4, divided by (B) the price per share at which the common stock is being offered to the public in the Initial Public Offering, in each case net Board of underwriting discounts and commissions (the “Price-to-Public”);Managers may determine. (iiid) The Successor shall expressly acknowledge and, as applicable, assume In the obligations and liabilities event that the Company determines to permit sales of Holdings LLC, including its remaining obligations under this Agreement, the Registration Agreement (as such term is defined in the Investment Agreement) and all other Transaction Agreements and as otherwise described in clause (ii) shares of this Section 9.4(a), with such conforming changes as may be necessary or appropriate to reflect the corporate status of the Successor, and Stock held by Members in connection with such transactions and those described above the Members shall take such action as may be necessary to consolidate Holdings LLC as part of the Successor to the extent such consolidation does not occur by operation of law; and (iv) The Successor (and Holdings LLC) shall use commercially reasonable efforts to make all filings, obtain all approvals and consents and take such other actions as may be necessary, desirable or appropriate to effectuate the reorganization contemplated by this Section 9.4. (b) The organizational documents of the Successor and/or a stockholders’ or other agreement, as appropriate, shall provide that the rights and obligations of the Members hereunder and under the Transaction Agreements (to the extent such rights and obligations survive consummation of an Initial Public Offering, and including all Members shall have the economic and other rights of each class and series of Units) shall continue right to apply include in accordance with the terms thereof unless the parties thereto otherwise agree in writing pursuant to the terms thereof. (c) In the event of an Initial Public Offering, Holdings LLC and each Member shall take all necessary or desirable actions requested by the Board in connection with the consummation such offering a pro rata number of such Initial Public Offering, including consenting to, voting for and waiving any dissenters rights, appraisal rights or similar rights with respect to a reorganization of Holdings LLC pursuant to the terms of this Section 9.4 and compliance with the requirements of all laws and regulatory bodies which are applicable or which have jurisdiction over such Initial Public Offering. Holdings LLC shall pay all filing fees necessary to obtain all authorizations and approvals required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder that are required for the consummation of the reorganization contemplated in this Section 9.4Member’s Shares.

Change in Business Form. With or without a vote or consent of the Members, (a) If the Board mayapproves an initial Public Offering with respect to Holdings LLC or any of its Subsidiaries and approves the reorganization of Holdings LLC or any of its Subsidiaries from a limited liability company to a corporation in connection with such Public Offering (a “Corporate Reorganization”), upon each Holder (subject to any Initial approval rights such Holder has pursuant to any other agreement with Holdings LLC and only to the extent not otherwise prohibited by the express terms of this Agreement) hereby consents to such Public Offering, or Corporate Reorganization and shall vote for (to the Board shallextent it has any voting right) and raise no objections against such Public Offering or Corporate Reorganization, upon a Qualified and each Holder shall take all reasonable actions in connection with the consummation of such Public Offering, elect to cause Offering and/or Corporate Reorganization of Holdings LLC to reorganize as a Delaware or any of its Subsidiaries (such resulting corporation (being the “Successor”) as determined by the Board, but, in each case, only to the extent not otherwise prohibited by the express terms of this Agreement. Without limiting the foregoing, in connection with an initial Public Offering with respect to Holdings LLC, Holdings LLC shall, at the written request of the managing underwriter of such Public Offering, effect a conversion or reorganization to corporate form in accordance with the provisions of this Section 9.4 in anticipation of registration of the common stock of such Successor. 9.10. (b) 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 9.49.10) be determined by the Board (with the approval of the Majority Summit Investors) in its discretion; provided that Holdings LLC shall to the extent feasible under the circumstances effect or cause to be effected any such reorganization in a manner which that avoids creation of a taxable income for Holdings LLC, its Subsidiaries any Subsidiary of Holdings LLC or any Member (including effecting the transactions described in Section 9.4(a9.10(c) and Section 9.10(d), as applicable). (ac) Each of the Members Holders hereby agrees to take such actions as are reasonably required to effect such reorganization as shall be determined by the Board in its reasonable judgment and hereby irrevocably authorizes and appoints each of the Summit Managers who are in office at such time then on the Board as such MemberHolder’s representative and true and lawful attorney-in-fact and agent to act in such MemberHolder’s name, place and stead as contemplated in this Section 9.4 9.10 and to execute in the name and on behalf of such Member Holder any agreement, certificate, instrument or document to be delivered by the Members Holder in connection with any such reorganization as determined by the Board in its reasonable judgment and with the approval of the Majority Summit Investors (but with such power of attorney to be exercised only in the event of the failure of such Member Holder to comply with this Section 9.49.10), but, in each case, only to the extent not otherwise prohibited by the express terms of this Agreement. In Unless otherwise determined by the Board in its reasonable judgment, in connection with any such reorganization, each of the transactions described in clauses (i) through (iv) of this Section 9.4(a9.10(c) 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-lawslaws and related customary pre-Public Offering documentation, each reasonably acceptable to the Board and the Universal MajorityMajority Summit Investors; (ii) Each Unit shall (effective upon and subject to the consummation of such Initial Public OfferingCorporate Reorganization) convert into shares of common stock of the Successor (the “Successor Stock”), ) and the shares of Successor Stock shall be allocated among the Holders Unitholders in exchange for their respective Units such that each Holder Unitholder shall receive a number of shares of Successor Stock equal to the quotient (the “Quotient”) of (A) the amount such Holder Unitholder would have received in respect of such HolderUnitholder’s Units in a Liquidity Event liquidation or dissolution at the time of the Initial Public Offering assuming a Total Equity Value implied by the Price-to-Public, Corporate Reorganization in accordance with Section 4.412.2, divided by (B) the price per Fair Market Value of a share at of Successor Stock (which shall be the common stock is being offered to the public in the Initial Offering Price of such Public Offering, in each case net of underwriting discounts and commissions (the “Price-to-Public”); (iii) The Successor shall expressly acknowledge andand assume Holdings LLC’s or such Subsidiary’s, as applicablethe case may be, assume the obligations and liabilities of Holdings LLCliabilities, including its remaining obligations under this Agreement, the Registration Agreement (as such term is defined in the Investment Agreement) and all other Transaction Agreements and as otherwise described in clause (ii) of this Section 9.4(a), with such conforming changes as may be necessary or appropriate to reflect the corporate status of the Successor, and in connection with such transactions and those described above the Members Holders shall take such action as may be necessary to consolidate Holdings LLC as part of the Successor to the extent such consolidation does not occur by operation of law; and (iv) The Successor (and Holdings LLC) shall use commercially reasonable efforts to make or cause to be made all filings, obtain all approvals and consents and take such other actions as may be necessary, desirable or appropriate to effectuate the reorganization contemplated by this Section 9.49.10. (bd) Without limiting the generality of the foregoing or any other provision of this Agreement, it is understood and agreed that the following structures for any such reorganization and subsequent Public Offering shall be utilized by Holdings LLC and approved by the Board and each Holder, if such approval is requested by any Summit Investor that is a Corporate Investment Vehicle: (i) Subject to Section 9.10(d)(ii), a public offering of shares of common stock by the Specified Corporate Investment Vehicle that is immediately preceded by reorganization of Holdings LLC so that the Specified Corporate Investment Vehicle is the Successor described in this Section 9.10 as follows: The contribution by all other Unitholders (other than the other Corporate Investment Vehicles) and by the holders of the outstanding securities of the other Corporate Investment Vehicles to the Specified Corporate Investment Vehicle, in exchange for shares of Successor Stock of the Specified Corporate Investment Vehicle (the allocation of which among the Unitholders (other than the Corporate Investment Vehicles) and owners of Corporate Investment Vehicles shall be in accordance with Section 9.10(c)(ii) and the following), of (A) all outstanding capital stock or other equity interests and all outstanding indebtedness of the other Corporate Investment Vehicles; provided that holders of capital stock or other equity interests of each of such other Corporate Investment Vehicles shall be entitled to exchange such capital stock or other equity interest for a number of shares of Successor Stock, in the aggregate equal to the number to which it would be entitled pursuant to Section 9.10(c)(ii) if it were receiving stock in exchange for the Units of Holdings LLC such Corporate Investment Vehicle holds, and (B) all Units of Holdings LLC (other than those Units held by other Corporate Investment Vehicles). (ii) If, however, the transactions described in Section 9.10(d)(i) would not qualify as an exchange of property for stock described in Code Section 351 in which all holders of Units of Holdings LLC and the other equity and debt securities described therein that are contributed to the Specified Corporate Investment Vehicle are eligible to be treated as transferors under Code Section 351, then the Public Offering shall be effected under the following terms and in the following order: (A) the Successor is formed; (B) in exchange for shares of the Successor Stock (the allocation of which among the Unitholders (other than the Corporate Investment Vehicles) and owners of Corporate Investment Vehicles shall be in accordance with Section 9.10(c)(ii) and clauses (A) and (B) of Section 9.10(d)(i)) the following property is contributed to the Successor: (I) all Units of Holdings LLC other than those Units held by the Corporate Investment Vehicles and (II) all outstanding capital stock or other equity interests and all outstanding indebtedness of the Corporate Investment Vehicles; and (C) the Successor issues shares of common stock in the Public Offering. (e) The organizational documents of the Successor and/or a stockholders’ or other agreement, as appropriate, shall provide that the rights and obligations of the Members Holders hereunder and under the Transaction Agreements (to the extent such rights and obligations survive consummation of an Initial a Public Offering, and including the economic and other rights of each class and series of Units) shall continue to apply in accordance with the terms thereof unless (including the vesting and other terms, conditions, rights and obligations applicable to Incentive Units), except to the extent the parties thereto otherwise agree in writing pursuant to the terms thereof. (cf) In the event of an Initial a Public OfferingOffering or related Corporate Reorganization, Holdings LLC and each Member Holder shall take (or cause to be taken) all necessary or desirable actions requested by the Board in its reasonable judgement in connection with the consummation of such Initial Public OfferingOffering or other Corporate Reorganization, including consenting to, voting for and waiving any dissenters rights, appraisal rights or similar rights with respect to a reorganization of Holdings LLC or any of its Subsidiaries, as the case may be, and entering into customary and appropriate documentation (as approved by the Majority Summit Investors) pursuant to the terms of this Section 9.4 9.10 and compliance with the requirements of all laws and regulatory bodies which that are applicable or which that have jurisdiction over such Initial Public OfferingOffering or related Corporate Reorganization. Holdings LLC shall pay all filing fees necessary to obtain all authorizations and approvals required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations promulgated thereunder that are required for the consummation of the reorganization contemplated in this Section 9.49.10.