Common use of Conversion to Corporate Form Clause in Contracts

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.