Common use of Conversion to Corporate Form Clause in Contracts

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 action necessary with respect to its Units in order to approve any merger of the Company and/or Franklin into RPH in accordance with this Section 11.12. Upon such merger, RPH shall enter into a Registration Rights Agreement with each of the Members with respect to the stock of RPH substantially in the form attached hereto as Exhibit 11.12(b).

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 so that an Initial Public Offering or a public offering of Series C Preferred Unitscan occur, 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 UnitsOffering. 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 shareholdersShareholders, as the case may be, shall receive, in exchange for their Units and/or Preferred Units and/or or shares and/or units of Franklin stockStock, (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 action necessary with respect to its Units in order to approve any merger of the Company and/or Franklin into RPH in accordance with this Section 11.12. Upon such merger, RPH shall enter into a Registration Rights Agreement with each of the Members with respect to the stock of RPH substantially in the form attached hereto as Exhibit 11.12(b).