Common use of Conversion to IPO Corporation Clause in Contracts

Conversion to IPO Corporation. (a) Subject to the terms of the LLC Agreement and Section 3.7(c), EFH may develop and implement an IPO Conversion (as defined below) and each Member shall cooperate in respect thereof. In connection therewith, but subject to the provisions of Section 3.7(c), the Board may, at the request of EFH, take any and all actions to create and implement an IPO Conversion, including (i) amendment of the LLC Agreement, including amendments that alter the capital structure of the Company, whether through the issuance, conversion or exchange of equity securities or otherwise, (ii) the merger, conversion or consolidation of the Company, (iii) the formation of Subsidiaries and the distribution to Members of equity or other interests in such Subsidiaries, including in exchange for such Members’ LLC Units, (iv) transferring, domesticating or otherwise moving the Company to another jurisdiction, (v) preparing an existing Affiliate of the Company (the material assets of which consist only of its direct or indirect interest in the Company) to be a publicly traded entity and (vi) taking such other steps as it deems necessary, advisable or convenient to create a suitable vehicle for an offering (the resulting entity, the “IPO Corporation”), in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in an IPO (any such action, an “IPO Conversion”). In connection therewith, but subject to the provisions of Section 3.7(c), the Company and each Member agree to cooperate with the other Members in good faith in order to effectuate the IPO Conversion (including giving any consents required to effect the IPO Conversion pursuant to the LLC Agreement) and ensure that each Member receives shares of common stock (or other equity securities) or the right to receive shares of common stock (or other equity securities), and other rights in connection with such IPO Conversion substantially equivalent to, and in exchange for, its economic interest, governance, priority and other rights and privileges as such Member had with respect to its LLC Units prior to such IPO Conversion and are consistent with the rights and preferences attendant to such LLC Units as set forth in the LLC Agreement as in effect immediately prior to such IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents of the IPO Corporation, including entering into a stockholders or similar agreement containing restrictions on transfer of such shares and such other rights and obligations as are provided for herein with respect to the LLC Units and EFH shall cause any Related Entity that is a Subsidiary of EFH (other than the Initial Member) to enter into such shareholders or similar agreement. Furthermore, in connection with, and prior to any IPO, the Company shall cause the IPO Corporation to become a party to and bound by the Registration Rights Agreement in respect of the IPO Units.

Conversion to IPO Corporation. (a) Subject In connection with any proposed Public Offering (i) approved by the Board of Managers pursuant to the terms Section 5.3 and a Supermajority-In-Interest of the LLC Agreement and Section 3.7(c), EFH may develop and implement an IPO Conversion (as defined below) and each Member shall cooperate in respect thereof. In connection therewith, but subject to the provisions of Section 3.7(c)Members, the Board of Managers may, at the request of EFH, take any and all actions to create and implement an IPO Conversion, including (i) amendment of the LLC Agreement, including amendments that alter the capital structure of the Company, whether through the issuance, conversion or exchange of equity securities or otherwise, (ii) initiated by a Drag Along Seller pursuant to Section 8.3, the mergerBoard of Managers shall, conversion or consolidation in each case without the further consent of any Member, to the Company, extent necessary to facilitate such Public Offering: (iii1) the formation of Subsidiaries and the distribution to Members of equity or other interests in such Subsidiaries, including in exchange for such Members’ LLC Units, (iv) transferring, domesticating or otherwise moving the Company to another jurisdiction, (v) preparing an existing Affiliate of the Company form a corporation (the material assets of which would consist only of its direct or indirect interest interests in the Company) or amend this Agreement to be provide for a publicly traded entity conversion in accordance with Mxxxxxxx Islands law to a corporation or such other capital structure as the Board of Managers may determine; (2) distribute equity interests in the resulting company to the Members; (3) form a Subsidiary holding company and distribute its shares to the Members; (vi4) taking subject to Section 5.4, move the Company or any successor to another jurisdiction to facilitate any of the foregoing; or (5) take such other steps as it deems necessary, advisable or convenient necessary to create a suitable vehicle for an offering (or sale, in each such case in accordance with the resulting entityAct and applicable law, the “IPO Corporation”), and in each case for the express purpose of an initial offering of the securities of such IPO Corporation corporation for sale to the public in a registered public offering pursuant to the Securities Act that is a Public Offering (an IPO (any such action, an “"IPO Conversion”"). In connection therewithAt the election of the Board of Managers, but subject such IPO Conversion may take the form of an umbrella partnership structure in which the Members would control the new public vehicle through special voting arrangements and retain substantially all of their economic interest directly in the Company, with the right to exchange such interests for shares (or other equity securities and/or options at fair market value) in the provisions new public vehicle. When electing the form of Section 3.7(c)the IPO Conversion and the resulting public vehicle, the Board of Managers shall consider the tax and regulatory circumstances of the Company and each Member agree of the Members. Notwithstanding anything to cooperate with the other Members in good faith in order to effectuate contrary contained herein, the IPO Conversion (including giving any consents required to effect Board of Managers shall not approve the IPO Conversion pursuant to Section 5.3 unless it shall have determined in good faith that a Public Offering can reasonably be expected to be consummated within sixty (60) days of the LLC Agreement) and ensure that each Member receives shares of common stock (or other equity securities) or the right to receive shares of common stock (or other equity securities), and other rights in connection with such IPO Conversion substantially equivalent to, and in exchange for, its economic interest, governance, priority and other rights and privileges as such Member had with respect to its LLC Units prior to such IPO Conversion and are consistent with the rights and preferences attendant to such LLC Units as set forth in IPO Conversion shall only occur on the LLC Agreement as in effect immediately day prior to such IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents closing of the IPO Corporation, including entering into a stockholders or similar agreement containing restrictions on transfer of such shares and such other rights and obligations as are provided for herein with respect to the LLC Units and EFH shall cause any Related Entity that is a Subsidiary of EFH (other than the Initial Member) to enter into such shareholders or similar agreement. Furthermore, in connection with, and prior to any IPO, the Company shall cause the IPO Corporation to become a party to and bound by the Registration Rights Agreement in respect of the IPO UnitsPublic Offering.

Conversion to IPO Corporation. (a) Subject to Without the terms need for any action or consent of the LLC Agreement and Section 3.7(c)any Person, EFH including any Holders, Holdings, acting alone, may develop and implement an IPO and IPO Conversion (as defined below) and each Member shall cooperate in respect thereof). In connection therewithwith an IPO, but subject to Holdings, in its sole discretion and acting alone, and without the provisions need for any action or consent of Section 3.7(c)any Person, the Board mayincluding any Holder, at the request of EFH, may take any and all actions to create and implement an IPO ConversionIPO, including (i) amendment of the LLC this Agreement, including amendments that alter the capital structure of the CompanyHoldings, whether through the issuance, conversion or exchange of equity securities or otherwise, (ii) the merger, conversion or consolidation of the CompanyHoldings, (iii) the formation of Subsidiaries and the distribution to Members Holders of equity or other interests in such Subsidiaries, including in exchange for such Members’ LLC Units, (iv) transferring, domesticating or otherwise moving the Company Holdings to another jurisdiction, and (v) preparing an existing Affiliate of the Company (the material assets of which consist only of its direct or indirect interest in the Company) to be a publicly traded entity and (vi) taking such other steps as it deems necessary, advisable or convenient to create a suitable vehicle for an offering offering, in each such case (the resulting entity, the “IPO Corporation”), and in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in an IPO (any such action, an “IPO Conversion”), in each case so long as such action does not adversely affect (A) the economic interests, voting rights and priorities of Holders of Class B Common Shares prior to such IPO Conversion in their capacities as such relative to the economic interests, voting rights and priorities of the holders of Common Shares prior to such IPO Conversion in their capacities as such or (B) the economic interests, voting rights and priorities of any other Holder of Class B Common Shares prior to such IPO Conversion in its capacity as such relative to any Holder of Class B Common Shares or Preferred Shares prior to such IPO Conversion in its capacity as such. In connection therewith, but subject to the provisions of Section 3.7(c), the Company and each Member Holders agree to cooperate with the other Members Holdings in good faith in order to effectuate the IPO Conversion (including giving any consents required to effect the IPO Conversion pursuant to the LLC Agreement) and ensure that each Member Holder receives shares of common stock (or other equity securities) or the right to receive shares of common stock (or other equity securities), and other rights in connection with such IPO Conversion substantially equivalent to, and in exchange for, to its economic interest, governance, priority and other rights and privileges as such Member Holder had with respect to its LLC Units Class B Common Shares prior to such IPO Conversion and are consistent with the rights and preferences attendant to such LLC Units Class B Common Shares as set forth in the LLC this Agreement as in effect immediately prior to such IPO Conversion and to ensure that such rights and privileges are reflected in the organizational and other documents of the IPO Corporation, including entering into a stockholders an amendment to this Agreement. In the event Holdings or similar agreement containing restrictions on transfer of such shares and such other rights and obligations as are provided for herein with respect to the LLC Units and EFH shall cause any Related Entity Partnership determines that is a Subsidiary of EFH (other than the Initial Member) to enter into such shareholders or similar agreement. Furthermore, Holdings should engage in connection with, and prior to any IPOan IPO Conversion, the Company shall cause Holders and Holdings will use commercially reasonable efforts to cooperate with each other so the IPO Corporation to become Conversion is undertaken in a party to and bound by the Registration Rights Agreement in respect of the IPO Unitstax-efficient manner for all Holders.