Cooperation with Conversion to Corporation Clause Samples

Cooperation with Conversion to Corporation. The Members acknowledge that the Company may convert into a corporate form or otherwise undergo a recapitalization effected by means of a merger or otherwise, including without limitation, in advance of, and to facilitate, an IPO. The Board may at any time and from time to time determine to require or effect a Transfer of all of the Units, or assets of the Company, to a corporation to be formed for the purpose of conducting the business of the Company and/or effecting an IPO (the “Corporation”), and in connection with such Transfer all the Units of the Company shall be converted into or exchanged for shares of common stock of the Corporation, on the basis of one share for each Class A Unit and one share for each Class B Unit, and an appropriate basis for Class C Units as determined by the Board. By acceptance of its Units in the Company, each Member hereby agrees and shall be required to cooperate fully with any such conversion, including through the execution of any necessary or appropriate documents or forms. In the event that there is an IPO, the Company shall grant the Members demand and/or piggyback registration rights as are customary in transactions of this type, taking into account each Member’s holdings.