Common use of Change in Form Clause in Contracts

Change in Form. The Members acknowledge and agree that there may be one or more circumstances that would cause it to be in the best interests of the Company that the business of the Company be conducted in, or that the ownership structure be modified to, a form different from that of the current form of the Company (a “Change in Form”). Accordingly, the Members agree that, upon such a determination by the Manager, the Manager shall take any and all actions necessary or desirable so that the Company may continue its business and undergo one or more Changes in Form. The Manager shall effect the Change in Form in such manner as determined by the Manager to fairly represent the relative economic and other rights of the Members as members of the Company at the time and shall strive to minimize taxes and costs to be incurred by the Company, the Members or the resulting entity (subject to the requirements of Section 6.2(b)). The Change in Form may take the form of, without limitation, a merger of the Company into another entity, a contribution of all of the interests of the Members in the Company to another entity, and the distribution of its ownership interests to the Members, a transfer of the assets, subject to the liabilities, of the Company to another entity and the distribution of its ownership interests to the Members, a conversion authorized by the Act, or such other form as the Manager shall reasonably determine to be appropriate. Any Change in Form pursuant to this Section 6.2 may be completed by the Manager with no further action by any Member acting in the capacity of a Member and no individual Member shall have any veto or other right to vote on a Change in Form. Each Member hereby agrees to take any and all action that may be necessary or desirable both from and after the filing of the registration statement made in connection with a Change in Form approved pursuant to this Section 6.2, including any such action necessary or desirable to achieve the Federal or other tax effect of the Change in Form desired by the Manager at the time of the Change in Form. The Members acknowledge that a Change in Form pursuant to this Section 6.1 may be effected by the Company one or more times during the existence of the Company, including any successor Company due to a previous Change in Form.

Change in Form. (a) The Members acknowledge and agree that there may be one or more circumstances circum- stances, including but not limited to a desire to undertake an IPO, that would cause it to be in the best interests of the Company that the business of the Company be conducted in, or that the ownership own- ership structure be modified to, a form different from that of the current form of the Company (a “Change in Form”). Accordingly, the Members agree that, upon such a determination by the ManagerManagers, the Manager Managers shall take any and all actions necessary or desirable so that the Company may continue its business and undergo one or more Changes in Form. The Manager Managers shall effect the Change in Form in such manner as determined by the Manager Managers to fairly represent the relative economic and other rights of the Members as members of the Company at the time and shall strive to minimize taxes and costs to be incurred by the Company, the Members or the resulting entity (subject to the requirements of Section 6.2(b6.3(b)). The Change in Form may take the form of, without limitation, a merger of the Company into another entity, a contribution of all of the interests inter- ests of the Members in the Company to another entity, and the distribution of its ownership interests inter- ests to the Members, a transfer of the assets, subject to the liabilities, of the Company to another entity and the distribution of its ownership interests to the Members, a conversion authorized by the Act, or such other form as the Manager Managers shall reasonably determine to be appropriate. Any Change in Form pursuant to this Section 6.2 6.3 may be completed by the Manager Managers with no further action by any Member acting in the capacity of a Member and no individual Member shall have any veto or other right to vote on a Change in Form. Each Member hereby agrees to take any and all action that may be necessary or desirable both from and after the filing of the registration statement made in connection with an IPO and otherwise in connection with a Change in Form approved pursuant to this Section 6.26.3, including any such action necessary or desirable to achieve the Federal or other tax effect of the Change in Form desired by the Manager Managers at the time of the Change in Form. The Members acknowledge that a Change in Form pursuant to this Section 6.1 may be effected by the Company one or more times during the existence of the Company, including includ- ing any successor Company due to a previous Change in Form. (b) The Units or other ownership interests of the entity or association resulting from the Change in Form shall be divided into classes and series and shall be allocated to and among the Members in such manner as shall result in the Members having substantially the same relative rights with respect to voting, rights, assets, and profits and losses of the resulting entity or associ- ation as the Members had in voting, rights, assets, and profits and losses of the Company imme- diately prior to the Change in Form, subject, however to any change resulting from any difference in taxation of the resulting entity or association that may occur as a result of the Change in Form. The Members shall establish the terms of the organizational documents of any resulting entity or association, in their sole discretion, but consistent with the terms of this Section 6.3. (c) Each Member hereby agrees that in connection with an IPO, and upon the re- quest of the managing underwriter in such offering, such Member shall not, without the prior written con- sent of such managing underwriter, during the effective date of such registration and ending on the date specified by such managing underwriter (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dis- pose of, directly or indirectly, any Units (including any equity securities of the entity resulting from the Change in Form), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities whether any such transaction de- scribed in clause (i) or (ii) above is to be settled by delivery of Units (including equity securities of the entity resulting from the IPO) or such other securities, in case or otherwise. The foregoing provisions of this Section 6.3(c) shall not apply to sales of securities to be included in such IPO if otherwise permitted. Each Member agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto.

Change in Form. The Members acknowledge and agree that there may be one or more circumstances circumstances, including, but not limited to, a desire to undertake a Qualified Public Offering, that would cause it to be in the best interests of the Company that the business of the Company be conducted in, or that the ownership structure be modified to, a form different from that of the current form of the Company (a “"Change in Form”"). Accordingly, the Members agree that, that upon such a determination and approval by the ManagerBoard, the Manager Company shall take any and all actions necessary or desirable so that the Company it may continue its business and undergo one or more Changes in Form. The Manager Board shall effect the Change in Form in such manner as unanimously determined by the Manager Board in its sole discretion to fairly represent the relative economic and other rights of the Members as members of the Company at the time and shall strive to minimize taxes and costs to be incurred by the Company, the Members or the resulting entity (subject to the requirements of Section 6.2(b)10.3 below). The Change in Form may take the form of, without limitation, a merger of the Company into another entity, a contribution of all of the interests Units of the Members in the Company to another entity, and the distribution of its ownership interests to the Members, a transfer of the assetsAssets, subject to the liabilities, of the Company to another entity and the distribution of its ownership interests to the Members, a conversion authorized by the Act, or such other form as the Manager Board shall reasonably unanimously determine to be appropriateappropriate in its sole discretion. Any Change in Form pursuant to this Section 6.2 10.1 may be completed by the Manager Board with no further action by any Member acting Member, except as otherwise provided in the capacity of a Member this Agreement, and no individual Member shall have any veto or other right to vote on a Change in Form. Each Member hereby agrees to take any and all action that may be necessary or desirable both from and after the filing of the registration statement made in connection with a Change in Form approved authorized by the Board pursuant to this Section 6.2, 10.1 including any such action necessary or desirable to achieve the Federal or other tax effect of the Change in Form desired by the Manager Board at the time of the Change in Form. The Members acknowledge that a Change in Form pursuant to this Section 6.1 10.1 may be effected by the Company one or more times during the existence of the Company, including any successor Company due to a previous Change in Form.