Conversion to Limited Partnership. Without limiting the generality of the foregoing, the Board may at any time, if the Board deems it in the best interests of the LLC and/or its Unitholders, effect a conversion of the LLC into a limited partnership pursuant to §18-216 of the Delaware Act (or any successor section thereto) provided that no Person that is a Unitholder immediately prior to such conversion shall be a general partner of such limited partnership without such Person’s prior written consent which may be granted or withheld in such Person’s sole discretion. It is the intent of the Unitholders that the possibility of a conversion of the LLC into a limited partnership is part of the Unitholders’ original investment decision with respect to their respective Units. No Unitholder shall have the right or power to veto, vote for or against, amend, modify or delay any such conversion. Further, each Unitholder shall execute and deliver any documents and instruments and perform any additional acts that may be necessary or appropriate, as determined by the Board, to effectuate and perform any such conversion.
Conversion to Limited Partnership. Without limiting the generality of the foregoing, subject to the approval of the Requisite Majority and Section 7.1(k) of Annex 1, the Board may, in order to facilitate a Public Offering or for other reasons that the Board in good xxxxx xxxxx in the best interests of the Company or its Members, effect a conversion of the Company (without the need for any further act, vote or approval of any Member or class or group of Members) into a limited partnership pursuant to Section 18-216 of the Act (or any successor section thereto) provided that no Person that is a Member immediately prior to such conversion shall be a general partner of such limited partnership without such Person’s prior written consent which may be granted or withheld in such Person’s sole discretion. It is the intent of the Members that the possibility of a conversion of the Company into a limited partnership is part of the Members’ original investment decision with respect to their respective Units. No Member shall have the right or power to veto, vote for or against, amend, modify or delay any such conversion. Further, each Member shall enter into agreements which shall, as closely as practicable as determined by the Board, give effect to the terms and provisions set forth in this Agreement and the other agreements entered into in connection herewith, and any other document or instrument in connection therewith and perform any additional acts that may be necessary or appropriate, as determined by the Board, to effectuate and perform any such conversion.
Conversion to Limited Partnership. (a) Upon the occurrence of an Event of Dissolution pursuant to Section 5.03 or the occurrence of a default pursuant to Section 5.04 which is not cured within the time period specified in Section 5.04, then in addition to, and without excluding the availability of any other remedy hereunder, the remaining Venturers or the Non-Defaulting Venturers, as the case may be, may elect to convert the Venture to a limited partnership organized and existing under the laws of the State of New York or the District of Columbia and to convert the Withdrawing Venturer or Defaulting Venturer, as the case may be, to a limited partner therein. If the Withdrawing Venturer or Defaulting Venturer, as the case may be, is then the Managing Partner of the Venture, then upon such conversion, (i) the remaining Venturers or Non-Defaulting Venturers, as the case may be, shall designate a new Managing Partner, and (ii) the former Withdrawing Venturer or Defaulting Venturer, as the case may be, shall no longer be the Managing Partner and shall have no right to participate in the management or decision-making processes of the Venture.
(b) In the event of any such conversion, the former Withdrawing Venturer or Defaulting Venturer, as the case may be, agrees to execute, swear to, and deliver any and all amendments to this Agreement, together with a certificate of limited partnership in recordable form, in such form and substance as shall be reasonably specified by the Other Venturers, all within ten (10) days after demand and notice from the other Venturers. In order to effectuate the foregoing, each Venturer (effective upon the adjudication, whether by litigation or by arbitration, whichever is appropriate, of an Event of Dissolution under Section 5.03 or a default under Section 5.04) hereby appoints the other Venturers as its true and lawful attorneys-in-fact with the full and complete power and authority in its name and stead to execute, swear to, deliver, and record any and all such amendments and such certificate. This power has been given between the parties upon good and adequate consideration; it is a power coupled with an interest; it is irrevocable; and it shall survive any death, incapacity, dissolution, or any other event concerning the Venturers.
(c) Any and all costs and expenses, including, without limitation, attorneys' fees, recording costs, and other charges and expenses incurred in connection with the conversion of the Venture to a limited partnership as described in this...
Conversion to Limited Partnership. The Board may at any time effect a conversion of the Company into a limited partnership pursuant to §18-216 of the Delaware Act (or any successor section thereto) provided that no Person that is a Unitholder immediately prior to such conversion shall be a general partner of such limited partnership without such Person's prior written consent which may be granted or withheld in such Person's sole discretion. It is the intent of the Unitholders that the possibility of a conversion of the Company into a limited partnership is part of the Unitholders' original investment decision with respect to their respective Units. No Unitholder shall have the right or power to veto, vote for or against, amend, modify or delay any such conversion. Further, each Unitholder shall execute and deliver any documents and instruments and perform any additional acts that may be necessary or appropriate, as determined by the Board, to effectuate and perform any such conversion.
