Common use of Conversion; Certificates Clause in Contracts

Conversion; Certificates. (a) Effective as of the time of the Conversion, (i) the Certificate of Incorporation of the Corporation and the Bylaws of the Corporation, each as in effect on the date hereof, are replaced and superseded in their entirety by the Certificate of Formation and this Agreement in respect of all periods beginning on or after the Conversion, (ii) all of the shares of capital stock in the Corporation issued and outstanding immediately prior to the Conversion are converted to all the limited liability company interests in the Company, (iii) the sole stockholder of the Corporation 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 Corporation 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 Corporation 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 Corporation. All certificates evidencing shares of capital stock of the Corporation issued by the Corporation and outstanding immediately prior to the Conversion shall be surrendered to the Company and shall be canceled on the books and records of the Corporation.

Conversion; Certificates. (a) Effective as of the time of the Conversion, (i) the Certificate of Incorporation Trust and Trust Agreement of the Corporation and the Bylaws of the CorporationTrust, each as in effect on the date hereof, are replaced and superseded in their entirety by the Certificate of Formation and this Agreement in respect of all periods beginning on or after the Conversion, (ii) all of the shares of capital stock undivided beneficial interest in the Corporation issued and outstanding Trust held by NMAC as sole beneficiary immediately prior to the Conversion are is converted to all of the limited liability company interests in the Company, (iii) the NMAC, as sole stockholder beneficiary of the Corporation 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 Corporation 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 Corporation 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 CorporationTrust. All certificates evidencing shares of capital stock of the Corporation issued by beneficial interest in the Corporation 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 CorporationTrust. 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.