Conversion; Certificates Sample Clauses

Conversion; Certificates. (a) Effective as of the time of the Conversion, (i) the Certificate of Trust and Trust Agreement of the Trust, each as in effect on the date hereof, are replaced and superseded in their entirety by the Certificate of Formation and this Agreement in respect of all periods beginning on or after the Conversion, (ii) the undivided beneficial interest in the Trust held by NMAC as sole beneficiary immediately prior to the Conversion is converted to all of the limited liability company interests in the Company, (iii) NMAC, as sole beneficiary of the Trust is hereby automatically admitted as a member of the Company owning 100% of the limited liability company interests in the Company, (iv) the Member continues the business of the Trust without dissolution in the form of a Delaware limited liability company governed by this Agreement, and (v) in accordance with Section 18-214(g) of the Act, the Company shall constitute a continuation of the existence of the Trust in the form of a Delaware limited liability company and, for all purposes of the laws of the State of Delaware, the Company shall be deemed to be the same entity as the Trust. All certificates evidencing the beneficial interest in the Trust and outstanding immediately prior to the Conversion shall be surrendered to the Company and shall be canceled on the books and records of the Trust. The rights, duties and liabilities of the Member, Managers and Officers shall be as provided in the Act, except as otherwise provided in this Agreement. (b) ▇▇▇ ▇▇▇▇▇ is hereby designated as an “authorized person” within the meaning of the Act, and in such capacity has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, their powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. (c) The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.