Conversion to Corporate Form. Subject to Section 7.6(e), the Board (with the prior written consent of QIC and FBG) shall have the power and authority to convert the Company into a corporation or to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBG) may take such other action as it may deem advisable in connection therewith, including (a) creating one or more Subsidiaries of the newly formed corporation, transferring to such Subsidiaries any or all of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporation. In connection with any such transaction, the Members shall receive, in exchange for their respective Units, shares of common stock or preferred stock of such corporation or its Subsidiaries having the same governance rights and minority protections and substantially the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreement, subject to any modifications required as a result of the conversion to corporate form. At the time of such transaction, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreement, (b) an agreement to vote all shares of capital stock held by them to elect persons designated by the Board (with the consent of QIC and FBG) as the directors of the new corporation on terms consistent with Article VII and (iii) QIC to be merged into, combined with, or contributed to the newly formed corporation (without discount) in a non-taxable transaction and QIC’s owner shall be entitled to the same consideration as it would have been entitled if it had exchanged the applicable Units in such transaction.
Conversion to Corporate Form. If the Manager determines, but only with the affirmative vote of a Majority of the Shares, that it is desirable or helpful for the business of the Fund to be conducted in a corporate rather than in a limited liability company form, the Manager shall have the power to incorporate the Fund or take such other action as the Manager may deem advisable in light of such changed conditions, including dissolving the Fund, creating one or more subsidiaries of the newly formed corporation and transferring to such subsidiaries any or all of the Fund Assets. In connection with any such incorporation of the Fund, the Members shall receive, in exchange for their respective Membership Interests, shares of capital stock of such corporation or its subsidiaries having the same relative economic interest as is set forth in this Agreement, as among the holders of Membership Interests, subject in each case to (i) any modifications required solely as a result of the conversion to corporate form and (ii) any modifications to conform to the provisions relating to actions of shareholders and a board of directors set forth in the jurisdiction of incorporation. At the time of such conversion, all of the Members shall enter into a shareholders agreement providing for reasonably equivalent powers, restrictions and other provisions to those set forth in this Agreement.
Conversion to Corporate Form. At any time, if deemed advisable by the Manager, the Manager shall have the right, with no action on the part of the Members, to cause (a) the Company to be converted from a limited liability company to a C Corporation, or (b) to merge the Company into a corporation that is per se taxed as a corporation or consolidate with another entity with the resulting entity being a corporation that is per se taxed as a corporation (a “Conversion”), in each case solely for the purposes of converting to a corporation that is per se taxed as a corporation and not to effect any change in ownership of the Company. Each Member further agrees that the Manager may take, without any action or further authorization of the Members, any and all actions necessary or desirable, in the discretion of the Manager, to effect such conversion, merger or consolidation, including, without limitation, preparing and filing certificates, executing agreements, making necessary or appropriate amendments to this Agreement (including terminating this Agreement or converting this Agreement into a stockholders agreement), converting Units into securities of the C Corporation or disposing of Units. The Manager shall structure the Conversion so that the relative percentage equity interests, relative voting rights and economic positions of the Members immediately prior to the Conversion will be maintained in the Conversion. In connection with the Conversion, the Company shall make or apply for all filings, permits, authorizations, consents and approvals as may be required under applicable state or federal law, or by any administrative agency or commission or other governmental regulatory authority or agency (a “Governmental Entity”). Each of the Members agrees to take all actions reasonably requested by the Company in order to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Entity, including making all filings required to be made or obtained by the Company or such Member in connection with the consummation of the Conversion. It shall be a condition to the consummation of the Conversion, that all filings, permits, authorizations, consents and approvals of Governmental Entities required in connection therewith have been made or obtained.
Conversion to Corporate Form. (a) Holders of the Securities, by receipt of such Securities, acknowledges that, pursuant to Holdings’ LLC Agreement, the Board of Managers of Holdings has the right, with no action on the part of the members of Holdings, to cause (i) Holdings to be converted from a limited liability company to a Delaware Corporation, or (ii) to merge Holdings into a Delaware corporation or consolidate with another entity with the resulting entity being a Delaware corporation (a “Conversion”), in each case solely for the purposes of converting to a Delaware corporation and not to effect any change in ownership of Holdings.
(b) Any Conversion shall be structured so that the relative percentage Equity Interests, relative voting rights and economic positions of the members of Holdings immediately prior to the Conversion, including with respect to the Class A Units reserved for issuance upon conversion of the Securities, will be maintained in the Conversion.
Conversion to Corporate Form. (a) In the event that the Management Committee shall determine that the business of the Company should be conducted in the form of a corporation rather than a limited liability company to facilitate an Initial Public Offering or a public offering of Series C Preferred Units, the Managers shall have the power to merge the Company into RPH, and take such other action as they shall deem advisable in connection therewith. Franklin anticipates that it will simultaneously merge into RPH in the event of an Initial Public Offering or a public offering of Series C Preferred Units. RPH agrees to permit the merger of Franklin into RPH at such time if Franklin so requests in writing at least 60 days prior to the merger of the Company into RPH and if Suiza Foods (and/or the successor by operation of law to Suiza Foods or the transferee of substantially all of its assets) in a writing reasonably satisfactory in form and substance to RPH represents and warrants to RPH at that time that Franklin has no assets other than its Units and Preferred Units and has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise), and provides customary indemnification (with no “basket” or “cap” and payable solely in cash without any offsets) to RPH for any breach thereof. Such representation, warranty and indemnity shall survive until the expiration of the applicable statute of limitations. In connection with any such merger of the Company and/or Franklin into RPH, the Members or Franklin shareholders, as the case may be, shall receive, in exchange for their Units and/or Preferred Units and/or shares and/or units of Franklin stock, (i) shares of common stock of RPH in proportion to their Units and, on an as-converted basis, their Series A Preferred Units and Series B Convertible Preferred Units and (ii) shares of preferred stock having terms substantially equivalent to the terms of the Series C Preferred Units in proportion to their Series C Preferred Units; and, if Franklin is merged into RPH, warrants to purchase Franklin stock will be exchanged for RPH stock equal in value to such warrants.
(b) Prior to taking such action to merge the Company and/or Franklin into RPH, the Management Committee shall submit to the Members, and the Members agree to approve, the proposed forms of an amended certificate of incorporation, by-laws and any other governing documents for RPH. In addition, each of the Members agrees to take all...
Conversion to Corporate Form. (a) In the event that the Board shall determine that the business of the Company should be conducted in the form of a corporation rather than a limited liability company (and such determination receives the Supermajority Approval of the Members), the Board shall have the power to convert the Company into a corporation or take such other action as they may deem advisable in light of such changed conditions, including, without limitation, creating one or more Subsidiaries of the Company and contributing to such Subsidiaries any or all of the assets and liabilities of the Company and distributing the capital stock of such Subsidiary or Subsidiaries pro rata to the Members, or causing the Members to contribute their Interests into a corporation. In connection with any such incorporation of the Company, the Members shall receive, in exchange for their Interests and related Units, shares of capital stock of such corporation or its Subsidiaries having the same relative economic interest in such corporation or Subsidiaries as is set forth in this Agreement as among the holders of Interests in the Company (as if such exchange were being made in connection with a Capital Event hereunder), subject in each case to modifications to conform to the provisions set forth in the Delaware General Corporation Law. At the time of such conversion, the Members shall enter into a mutually acceptable shareholders agreement.
(b) In the event that the Members agree to convert the Company to a corporation pursuant to Section 14.17(a), the Members agree to use commercially reasonable efforts to structure such conversion in a tax efficient manner. All forms of a certificate or articles of incorporation, by-laws, stockholders’ agreement and any other governing documents proposed to be established for such corporation and its Subsidiaries, if any, must be Approved by Supermajority Approval of the Members. In addition, each of the Members agrees to take all action necessary with respect to their Units and Interests in order to approve any conversion to corporate form that has been Approved by Supermajority Approval of the Members in accordance with this Section 14.17.
Conversion to Corporate Form. In the event of changes in the law, regulations or interpretations applicable to the Partnership or its operations or changes in other circumstances which, in the sole judgment of the General Partner, render it desirable or helpful for the business of the Partnership to be conducted in a corporate rather than in a partnership form (including without limitation a limited liability company), the General Partner, without the approval of the Limited Partners, shall have the power to incorporate the Partnership or take such other action as it may deem advisable in light of such changed conditions, including, without limitation, dissolving the Partnership, transferring its assets as an entirety to a successor investment vehicle or causing it to merge with a successor investment vehicle.
Conversion to Corporate Form. If the General Partner shall determine that it is desirable or helpful for the business of the Partnership to be conducted in a corporate rather than in a partnership form, the General Partner may incorporate the Partnership or take such other action as it may deem advisable in light of such changed conditions, including, without limitation, dissolving the Partnership, provided that, the General Partner may not incorporate the Partnership within two (2) years from the Effective Date without the consent of the Limited Partner if to do so would have material adverse tax consequences to the Limited Partner. In connection with any such incorporation of the Partnership, the Partners shall receive, in exchange for their Partnership Units, shares of capital stock of such corporation having the same relative rights and preferences as to dividends and distributions and the same voting and transfer rights, subject in each case to any modifications required solely as a result of the conversion to corporate form (all such rights and preferences being referred to, collectively, as "Equity Rights"), as are set forth in this Agreement as among the holders of interests in the Partnership.
Conversion to Corporate Form. STG shall have been reconstituted as a Delaware corporation immediately prior to the Closing.
Conversion to Corporate Form. 7 ARTICLE III GENERAL PARTNER; RELATIONSHIP WITH MELLON.............................................................7
