Conversion to a Corporation. The Company shall convert from a limited liability company to a corporation on or before June 30, 2022.
Conversion to a Corporation. The Company shall have convert from a limited liability company to a corporation. Such conversion shall not be considered a Fundamental Transaction, increase the amount of Bridge Shares the Purchaser receives, or lower the Exercise Price of the Warrant.
Conversion to a Corporation. (a) Notwithstanding anything to the contrary set forth in this Agreement, and without any need for consent or approval of any Member (other than as provided in Section 6.03), the Board of Directors may, at any time upon not fewer than ten (10) days’ prior written notice given to each Member, cause the Company to convert into a corporation (the “Corporation”), by such means, subject to Section 12.04(b) below (including filing of appropriate certificates of conversion and incorporation; merger or consolidation or other business combination; Transfer of all or a part of the Company’s assets; and/or exchange of Shares and other Equity Securities for the securities of such corporation) as the Board of Directors may reasonably select (an “Incorporation”). The Board of Directors shall provide that upon such conversion, each Share of each class and Series and other Equity Securities shall be exchanged for, or otherwise converted into, a security of such corporation (i) having voting rights and powers and economic interest (including liquidation and dividend preferences and similar rights, but excluding any rights to distributions under Section 4.02 or otherwise specific to ownership of an interest in an entity treated as a partnership for federal income tax purposes) substantially equivalent, to the extent determined by the Board of Directors in good faith to be reasonably practicable, to the voting rights and powers and economic interest (including liquidation and dividend preferences and similar rights, but excluding any rights to distributions under Section 4.02 or otherwise specific to ownership of an interest in an entity treated as a partnership for federal income tax purposes) of the Shares of such class and Series and other Equity Securities being so exchanged or otherwise converted; provided, however, the Incentive Shares with a Floor Amount greater than zero may be converted into the same class of Equity Securities as the Common Shares, with such number of Equity Securities adjusted downward to reflect the differences, if any, in the fair market value of the relevant Incentive Share as compared to the fair market value of a share of Common Share and (ii) having such terms, conditions, obligations and liabilities set forth in this Agreement and such other terms, conditions, obligations and liabilities (including mandatory and optional conversion provisions) as are, contained in the Investors’ Rights Agreement, the Voting Agreement, Right of First Refusal ...
Conversion to a Corporation. The Board may recommend that the Company convert (the “Conversion”) to a corporation in anticipation of an Initial Public Offering. The Board shall provide the Members with a written plan of Conversion, which shall contain a statement regarding the aggregate fair market value of all Units as determined by the Board in Good Faith. Upon Approval of a Majority of the Members of such Conversion, the Board shall convert the Units into shares of common stock in the corporation based on the amount each Member would receive in a deemed liquidation of the Company in accordance with Section 7.1(a). The Conversion is not intended to change the Class C Member’s or Class D Member’s economic incentive evidenced by Class C Units and Class D Units, as applicable, and set forth in this Agreement. As a result, upon such Conversion, the converted corporation’s board of directors shall adopt a stock option plan that provides substantially the same incentives and economic compensation to the Class C Members and the Class D Members as such Members would have received under this Agreement without giving effect to the Conversion.
Conversion to a Corporation. In the case of a Conversion to a Corporation in connection with an IPO, the Company shall structure such Conversion to a Corporation so as to include an exchange of the equity interests of any owner(s) of a Blocker Entity for shares in the new corporation in a transaction that will qualify as a tax-deferred exchange under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended from time to time, such as a contribution or other exchange of the equity interests in such Blocker Entity or of such Blocker Entity’s Shares or a merger of such Blocker Entity into the Corporation, in each case in exchange for shares of the Corporation the value of which is equal to the value of the Shares held by such Blocker Entity. Concurrently with a Conversion to a Corporation, the surviving corporation shall enter into a registration right agreement in a form substantially similar to this Agreement.
Conversion to a Corporation. Following the Option Expiration Date, the Board of Managers shall have the right to authorize the conversion of the legal form of the Company to a corporation in accordance with Section 18-216 of the Delaware Act without the need for any action or consent of any Member. Upon such conversion, each Unit will be converted into one share of common stock or preferred stock (which may be divided into one or more series or subseries) which shall have rights that are equivalent in all material respects to the rights of the respective Units and which shall be subject to no additional restrictions or limitations other than those applicable to such Units prior to such conversion, in each case as determined reasonably and in good faith by the Board of Managers. Notwithstanding anything to the contrary in the foregoing sentence, if the Board of Managers authorizes the conversion of the legal form of the Company to a corporation, at the option of Bio, the Members and the Board of Managers agree to use commercially reasonable good faith efforts to structure any transaction to incorporate the Company (or to take such other action as the Board of Managers may deem advisable) as a tax-deferred transaction for U.S. federal income tax purposes and will cooperate in good faith and in a commercially reasonable manner in attempting to achieve a resulting corporate structure that is tax efficient for the parties, for example, a structure in which Bio and/or Maxygen (or its shareholders) own direct interests in the newly-created corporation upon the completion of any transaction.
Conversion to a Corporation. (a) In the event that at any time after the date hereof, the Board of Managers shall determine that it shall facilitate au offering of equity interests in the Company or a successor through an initial public offering, including a Qualified Public Offering, then the Board of Managers shall have the power to cause the Company to be reorganized as a corporation (such corporation being hereinafter referred to as “NewCo”) under the General Corporation Law of the State of Delaware by incorporation, merger, conversion, contribution or other permissible manner (a “Corporate Conversion”), and the Members shall cooperate in good faith to effectuate such Corporate Conversion and public offering. The Company will use its good faith commercially reasonable best efforts to structure the Corporate Conversion as a transaction intended to qualify for tax-free treatment under Section 351 of the Code in which the TA Indirect Members transfer their Blocker Stock to NewCo. The Corporate Conversion and NewCo shall be structured to, and the charter, bylaws, shareholder and other agreements for NewCo shall, provide in the aggregate all Members and Units with the same rights, obligations, economic interests, protections and other terms as they have or enjoy in the Company, or as close thereto as is reasonably possible.
(b) Each holder of Class A Units shall receive, in exchange for its Class A Units of a particular class, shares of convertible preferred stock (the “Preferred”) in NewCo of the relevant class having the same relative seniority, preference, voting, board rights and consent rights, economic interest and other rights and obligations including those set forth in Sections 2.7 and the other provisions hereof (and in no event shall such interest, rights or obligations be less favorable to such Member than the terms of their respective Class A Units) in NewCo as are set forth in this Agreement, subject to any modifications deemed appropriate by the Board of Managers (with the consent of the holders of a majority of outstanding Preferred) as a result of the Conversion. In addition to the foregoing, the certificate of incorporation of NewCo shall provide that the Preferred is automatically converted into common stock in connection with a Qualified Public Offering.
(c) NewCo and the Members (in their capacities as stockholders of NewCo) shall enter into a stockholders’ agreement providing for such terms and conditions as are necessary for the rights and obligations and provisi...
Conversion to a Corporation. 17.1. In the event the Board shall determine that it is desirable or helpful for the business of the Company to be conducted as a corporation rather than as a limited liability company to facilitate a public offering or private placement of securities of the Company or for other reasons as determined by the Board to be in the best interests of the Company, the Board, in its sole discretion, shall have the power to incorporate the Company, whether through a conversion, merger, reorganization or other transaction (a “Corporate Conversion” and such new corporation, the “Issuer Corporation”). In connection with any such Corporate Conversion, the Members shall receive, in exchange for their Units, shares of capital stock of such Issuer Corporation having the same relative economic interest (as determined by the Board in its sole discretion) as such Members have in the Company immediately prior to the Corporate Conversion, subject to such modifications as the Board deems necessary or appropriate to ensure an equitable distribution to all equity holders in the Company, including, without limitation, those holders of options and/or profits interests, or to take into account the change in form from a limited liability company to a corporation. In consummating a Corporate Conversion, the Board shall have the power to prepare, as appropriate, the certificate of incorporation, by-laws, stockholders agreement, voting agreement, investor rights agreement and/or any other governing documents or equity holder agreements as the Board, in its sole discretion, deems to be necessary or appropriate in consummating the Corporate Conversion (collectively, the “Corporate Governing Documents”).
17.2. In the event of a Corporate Conversion, each Member agrees (i) to, if necessary, vote their Units at any regular or special meeting of the Members (or consent pursuant to a written consent in lieu of such meeting) in favor of such Corporate Conversion, and to raise no objections against the Corporate Conversion or the process pursuant to which the Corporate Conversion was arranged, (ii) to waive any and all dissenters’, appraisal or similar rights with respect to such Corporate Conversion, (iii) to execute and deliver to the Company any counterpart signature pages to the Corporate Governing Documents as are necessary to be executed by the Members in order to consummate the Corporate Conversion; (iv) deliver and surrender to the Company any certificates issued to such Member representi...
Conversion to a Corporation. If the Company's legal form is converted from a Limited Liability Company to a Corporation all of the terms associated herein shall be changed to conform with their meaning contained herein but as applied to a traditional corporate form. For example, references to Managers become references to members of a Board of Directors, references to members or membership interests become references to stockholders or voting capital stock, etc. Upon the occurrence of such a conversion, the parties hereto will cooperate in good faith in executing a revised employment agreement.
Conversion to a Corporation. In the event that the Corporation is converted into a corporation, then the Executive’s Options to acquire Units shall be converted into Options to purchase shares in the corporation. The parties hereto intend that any such options place Executive in the same economic position as he was under this Agreement immediately prior to such conversion to a corporation.
