Conversion to C Corporation. FDIC understands and agrees that the Company intends to convert from a limited liability company to a “C” corporation and further understands and agrees that appropriate modifications to the EAI Right shall be made, without the consent of FDIC, to conform the EAI Right in connection with such conversion; provided that such conversion will not affect FDIC’s right to receive cash as provided herein.
Conversion to C Corporation. Upon the consummation of an initial public offering of Company, such Company shall be combined (whether by merger, consolidation, share exchange, transfer of assets or equity or otherwise) with a newly formed Delaware corporation so as to convert such Company into a Delaware corporation (in accordance with the provisions of such Company's Operating Agreement) which shall be a Subchapter C corporation for income tax purposes.
Conversion to C Corporation. 11.1 Notwithstanding anything to the foregoing set forth herein, parties listed on the signature pages hereof hereby agree that the Company shall automatically convert to a "C" Corporation on the effective date of the Company's initial public offering of shares of its capital stock pursuant to a Registration Statement filed pursuant to the Securities Act of 1933, as amended, and that no further consent of the Members or Managers shall be required for such conversion. The Members' Membership Interests shall automatically convert into shares of Common Stock at the same pro rata proportion that the Percentage Interest of each member bears to the aggregate of the Percentage Interests of all of the Members. Each of the Members and Managers agree to take all actions necessary to effectuate such conversion.
Conversion to C Corporation. If PRG is converted to a C corporation, Employee will receive options to the extent necessary to preserve his proportionate interest in PRG adjusted for any reduction in the aggregate ownership interest of the Founders or will receive other securities designed to maintain (but not to improve or reduce) such economic terms on a tax-efficient basis.
Conversion to C Corporation. To convert each of Cedar Psychiatry and CCR into a C corporation as soon as reasonably possible and in any event, no later than 1 day before the Closing Date.
Conversion to C Corporation. If Members owning Units representing more than fifty percent (50%) of the votes entitled to be cast by all outstanding Units propose to enter into a transaction pursuant to which the Company would be converted into, or otherwise be taxable as, a “C” corporation, then such Members may require all other Members to (i) vote all Units then owned by such Member at any regular or special meeting of the Members (or written consent in lieu of a meeting) in favor of such transaction, (ii) waive any and all dissenters’, appraisal or similar rights with respect to such transaction and (iii) if such transaction is structured as an exchange of all of the outstanding Units of the Company by the Members for Units of capital stock in the “C” corporation, exchange all of their Units owned by them in accordance with the terms and conditions of such transaction. In connection with any such transaction, (a) the capital structure of the “C” corporation shall be implemented so as to provide each Member with capital stock having rights and privileges substantially the same as such Member’s Units in the Company and (b) each Member shall be required to enter into a stockholders agreement containing rights and obligations substantially the same as those contained in this Article XIX.
Conversion to C Corporation. (a) Notwithstanding any other provision in this Agreement, the Management Committee, with the approval of 66% of the holders of the Class A Units, may determine at any time to convert the Company into a corporation taxable under Subchapter "C" of the Code, as amended (a "Corporate Conversion"). Such Corporate Conversion would be accomplished by forming a corporation (the "Successor Corporation") with the same name as the Company under the laws of such jurisdiction as the Management Committee may determine after consultation with the Company's legal and tax advisors, and then merging the Company into the Successor Corporation. The merger shall be subject to the terms and conditions set forth In this Section 14.03.
(b) As soon as the Management Committee has determined that a Corporate Conversion pursuant to this Section 14.03 is necessary or desirable, the Members will:
(i) organize the Successor Corporation; Such successor corporation shall hold such rights and shares as approved by the Class A Member Units in such vote.
Conversion to C Corporation. (a) Notwithstanding any other provision in this Agreement, the Management Committee may determine at any time to convert the Company into a corporation taxable {A0035913.DOC} under Subchapter "C" of the Code, as amended (a "Corporate Conversion"). Such Corporate Conversion would be accomplished by forming a corporation (the "Successor Corporation") with the same name as the Company under the laws of such jurisdiction as the Management Committee may determine after consultation with the Company's legal and tax advisors, and then merging the Company into the Successor Corporation. The merger shall be subject to the terms and conditions set forth in this Section 14.03.
(b) As soon as the Management Committee has determined that a Corporate Conversion pursuant to this Section 14.03 is necessary or desirable, the Members will:
(i) organize the Successor Corporation;
(ii) develop a plan of merger that complies with Section 15.02(c) for the Company and the Successor Corporation;
(iii) approve the plan of merger on behalf of the Company and submit the plan to the Company's Members for approval at a properly called meeting of the Members;
(iv) cause the officers of the Successor Corporation to approve the plan of merger and submit the plan to the shareholders of the Successor Corporation for approval; and
(v) cause the shareholders of the Successor Corporation to approve the plan of merger.
(c) When the plan of merger is presented to the Members for approval, the Members will, subject to Section 14.04:
(i) vote to approve the plan; and
(ii) sign any documents that the plan requires them to sign or whose execution is necessary to proper implementation of the plan.
Conversion to C Corporation. 11.01 Notwithstanding anything to the contrary contained in this Agreement, the Company, upon the authorization and approval the Board of Directors and without any further vote, action or approval of the Members or any class or series thereof, (i) may be converted from a limited liability company into a corporation organized under the laws of the State of Delaware or (ii) may file documents with the Internal Revenue Service and elect to be treated for tax purposes as a c-corporation under the Internal Revenue Code of 1986, as amended.
Conversion to C Corporation. In no less than three (3) months, but as soon as practicable, from the date hereof, the CHAIRMAN shall convert the LLC to a "C" corporation ("Newco") and, the provisions of this Operating Agreement shall be embodied in an agreement among shareholders of the converted C corporation, organized under the laws of the State of Delaware, whether such conversion is effected by way of merger, transfer of assets, transfer of equity interests or otherwise, upon the following conditions:
(a) Such conversion shall be in advance of and in order to facilitate a proposed public offering of securities of Newco;
(b) The proportionate interests of the Members in Newco immediately following the conversion shall be the same as their proportionate interests in the Company immediately prior to the conversion; (c) Newco shall succeed to all the assets, property and business of the LLC as a result of the conversion; (d) To the extent that the Membership Interests in the LLC may be converted into different classes or series of stock in Newco, such classes or series may thereafter be converted automatically into a single class of common stock in Newco upon the completion of a public offering of securities of Newco; and (e) The conversion shall be in such form and on such other terms (i) as comply with applicable law, including the provisions of the Delaware Corporations Law as then in effect, and (ii) as the Executive Committee deem to be in the best interest of the Members as a whole.
