Conversion to Corporation. With respect to the Company’s initial public offering, if any, to the extent that such initial public offering has been approved by the Board of Managers and the Majority Preferred Members, the Company shall be converted from a Delaware limited liability company to a Delaware corporation (the “Corporation”) and, in connection with such conversion, each outstanding Unit shall be converted into one share of common stock of the Corporation. Any such conversion shall become effective immediately prior to the closing of the Company’s initial public offering. Each Member hereby agrees to take such action as may be reasonably requested by the Board of Managers to effect such conversion in accordance with the provisions of this Section 4.12, including, without limitation, (i) to vote all of the Units owned or held by such Member in support of such conversion and (ii) to execute and deliver all agreements and documents reasonably necessary or requested in connection with such conversion. In the event that the Company is required to effect an initial public offering pursuant to, and in accordance with, the provisions of Section 2.1 of the Investors’ Rights Agreement, the Board of Managers, the Majority Preferred Members and all other Members shall cause the Company to convert from a Delaware limited liability company to a Delaware corporation pursuant to, and in accordance with, the foregoing provisions of this Section 4.12 prior to the closing of such initial public offering.
Conversion to Corporation. If the Company converts to a corporation pursuant to Section 10.06(b) of the Operating Agreement, including, without limitation, in connection with the Company’s initial, underwritten public offering pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date of such conversion, this Warrant shall be exercisable for such number and class of equity securities into which the Units would have been converted had the Units been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of securities into which one Unit would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.
Conversion to Corporation. Notwithstanding anything to the contrary in this Agreement, upon the occurrence of a Conversion Event, the Board shall have the right to direct the Company to become a state law corporation. The Members agree that if the Board directs the Company to become a state law corporation they will take all actions necessary to incorporate the Company under such state law and by such transactions as the Board may determine. The Board agrees to use commercially reasonable efforts to accomplish such conversion in a manner which results in a tax-free event to the Members, or if a tax-free characterization cannot be so accomplished, to accomplish such conversion in a manner which minimizes adverse tax consequences to the Members. In addition, the conversion will be accomplished so as to result in the issuance to the Members of capital stock of the resulting corporation of respective classes and amounts that will replicate the respective economic rights and priorities of the Members, and have terms and conditions not less favorable to the Members as the exchanged Interests.
Conversion to Corporation. (a) Subject to receipt of Preferred Super Approval, the Board shall have the power and authority to effect the conversion of the Company’s legal form from a limited liability company to a Delaware corporation or the merger of the Company with or into a new or previously established but dormant Delaware corporation having no assets or liabilities, debts or other obligations of any kind whatsoever other than those that are de minimis in amount and that are associated with its formation and initial capitalization (such a conversion or merger is referred to as a “Conversion” and such Delaware corporation is referred to as “NewCo”); provided that (i) Preferred Super Approval shall not be required for a Conversion in connection with (and that is consummated immediately prior to) a Qualified IPO or any other transaction approved by a Preferred Majority in accordance with Section 6.4(c)(vi) and (ii) if requested by the holders of a majority of the Preferred Units then-outstanding, the Company and all Members and Assignees shall agree to enter into a separate written agreement incorporating the terms of (A) Section 6.1 (Management by Board of Directors) and (B) Section 3 of the Voting Agreement (Drag-Along-Rights), in each case as applied to NewCo and the shares of stock they hold in NewCo, which agreement and rights shall terminate upon the earlier of a Qualified IPO or Deemed Liquidation Event. Upon any such Conversion, the terms of this Agreement and all of the parties’ rights and obligations hereunder with respect to their Units and other Membership Interests shall terminate.
Conversion to Corporation. If the Company's plan to initiate a Qualified Public Offering requires that the Company be restructured into a corporation (the "RESULTING CORPORATION"), then, subject to the approval of the Management Committee pursuant to Section 5.3(f) and Section 12.1:
Conversion to Corporation. The Management Board may elect to cause the Company to be converted from a limited liability company to a corporation (the “Successor Corporation”). All of the rights, privileges, and powers of the Company and all property and assets of the Company shall remain vested in the Successor Corporation, and all debts, liabilities, and duties of the Company shall remain attached to the Successor Corporation, all as more provided by applicable Law. Upon consummation of the conversion: (a) all Members shall be issued such class or series and amount of preferred or common stock or other securities in the Successor Corporation which reflects their relative economic interests in the Company with respect to the class or series of Equity Securities owned by them prior to the conversion and whose terms best preserve the rights, privileges, preferences, restrictions and limitations of such applicable class or series of Equity Securities as provided under this Agreement, including but, not limited to, the rights to receive those dollar amounts that would be allocated to each class or series of Equity Securities if the Company were to be liquidated in accordance with this Agreement at the time of such conversion, and (b) the Members shall enter into, and cause the Successor Corporation to enter into, a shareholders agreement with respect to the equity securities of the Successor Corporation setting forth rights and obligations of the parties equivalent to those set forth in this Agreement. Any such shareholders agreement shall also include substantially equivalent demand and piggy back registration rights for the benefit of the Priority Members (and excluding the Members holding Class C Units) on customary terms and conditions.
Conversion to Corporation. (a) At such time and in such manner as the Members shall determine to be appropriate, the Members Committee by Unanimous Vote shall be entitled to cause the Company to be converted into and reconstituted as a corporation under the laws of the State of Delaware (the "Corporation"), whether by conversion pursuant to Delaware Act Section 18-214, merger, transfer and/or contribution of assets and liabilities of the Company to the Corporation in exchange for shares of capital stock of the Corporation (and distribution of such shares to the Members in liquidation of the Company) or otherwise (a "Conversion", and the actual date of such Conversion being referred to herein as the "Conversion Date"). As of the Conversion Date, each Member shall, to the extent hereinafter provided, be entitled to receive:
Conversion to Corporation. The Members acknowledge that the Company may need to convert into a corporation organized under the Delaware General Corporation Law at some future date in connection with preparation for an IPO or in order to facilitate a financing or for tax purposes or for some other reason. If both the Board (including the Requisite Investor Managers) and a Unitholder Majority determine that the conversion of the Company from a limited liability company to a corporation would be advantageous to the Company and its Members, the Members agree to take all actions, including approving or consenting to such transaction(s) necessary to effect such conversion, that the Board determines in good faith to be necessary to effect such conversion, whether pursuant to a statutory conversion, a merger of the Company with a newly formed corporation, if applicable, or the contribution of all Units to a newly formed corporation (a “Corporate Conversion”), in each case in exchange for shares of stock in such corporation on terms that provide to all Members substantially equivalent ownership interests, economic rights (including liquidation preferences, to the extent then applicable), voting rights and investor protections, if any, as existed immediately prior to such Corporate Conversion, as well as provides for the automatic conversion of the preferred stock of such corporation into common stock upon a Qualified IPO (as defined in Exhibit B); provided, however, that if such Corporate Conversion adversely affects the holders of the Series B Preferred Units without similarly and proportionately affecting the holders of other Preferred Units and Common Units, such Corporate Conversion shall not be permitted without the prior express written consent of the Series B Preferred Majority; provided, further, that if such Corporate Conversion adversely affects the holders of the Series C Preferred Units without similarly and proportionately affecting the holders of other Preferred Units and Common Units, such Corporate Conversion shall not be permitted without the prior express written consent of the Series C Preferred Majority. Notwithstanding the foregoing, the Board of Directors of the converted corporation shall have discretion to modify the economic rights associated with any shares issued to holders of Profits Interests to preserve the status of such Units as “profits interests” within the meaning of IRS Revenue Procedures 93-27 and 2001-43 and to reduce the absolute number of shares of com...
Conversion to Corporation. (a) The Members acknowledge and agree that there may be circumstances, including but not limited to a public offering of equity interests in the business being conducted by the LLC (a “Public Offering”), that would cause it to be in the best interests of all of the Members that such business be conducted in corporate form. Accordingly the Manager, acting without the approval or consent of the Members is authorized, upon a determination that the conduct of the business in corporate form would be in the best interests of the Members under the circumstances then prevailing, to take such action as he shall determine to be necessary or desirable to convert (the “Conversion”) the LLC to a corporation (the “Corporation”), organized under the laws of such jurisdiction as he shall determine and the charter and by-laws of which to contain such terms as he determines to be appropriate, subject, however, to the requirements of subsection (b) immediately below with respect to the resulting share ownership interests of the Members in the Corporation. The Manager shall effect the Conversion in such manner as he shall in his reasonable discretion determine to fairly represent the relative economic and other rights of the Members as members of the Company at the time and as shall minimize taxes and costs to be incurred by the LLC, the Members or the Corporation. The Conversion may take the form of, without limitation, a conversion of the LLC into corporate form, a merger of the LLC into the Corporation, a contribution of all of the Shares of the Members in the LLC to the Corporation and the distribution of the Corporation’s shares to the Members, a transfer of the assets, subject to the liabilities, of the LLC to the Corporation and the distribution of the Corporation’s shares to the Members or such other form as the Manager shall reasonably determine.
Conversion to Corporation. Prior to consummating any Business Combination or Next Equity Financing, or in the event that any Investor elects to exercise its rights to convert its SAFE into Conversion Securities on the Maturity Date, the Company shall be converted into and reconstituted as a corporation (the “Corporation”) and the Corporation shall elect to be treated as a C-corporation for tax purposes. Each member of the Company shall be entitled to receive a capital share ownership interest in the Corporation equivalent to the percentage of his, her or its equity interest in the Company as of the date of such conversion, as calculated on a fully diluted and as converted basis.
