Corporate Conversion. (a) Upon the execution of this Agreement, it is the express intention and understanding of the existing Members and those Persons who became Members at the time of the execution of this Agreement that upon the occurrence of certain events the Company shall be converted into a corporation in the manner set forth herein by the action of the Board and without the necessity of any action or any investment decision on the part of any Member.
(b) Upon the determination by the Board, the Managing Member shall cause a Corporate Conversion by merger into another corporation or otherwise, and in connection therewith cause the conversion of the Interests into the capital stock of any resulting corporation having relative rights, limitations, preferences and other terms consistent with the Interests so converted.
(c) The Members shall have no appraisal rights pursuant to the Act, applicable law or otherwise in connection with a Corporate Conversion or any other transaction authorized under this Agreement.
(d) In connection with the consummation of a Corporate Conversion, the Board shall have the authority to merge, consolidate or reorganize one or more of the subsidiaries with one or more other subsidiaries or other entities wholly-owned directly or indirectly by the Company or the surviving corporation in the Corporate Conversion.
(e) The board is specifically authorized to take any and all further action, and to execute, deliver and file any and all additional agreements, documents or instruments, as it may determine to be necessary or appropriate in order to effectuate the provisions of this Section 8.4, and each Member hereby agrees to execute, deliver and file any such agreements, documents or instruments or to take such action as may be reasonably requested by the Board for the purpose of effectuating the provisions of this Section 8.4.
Corporate Conversion. (i) In connection with any IPO or Qualified Spinoff, the Ryman Member (or, in the case of an IPO, the Determining Member) shall have the power to cause the Company, at the Company’s expense, to effect the conversion of the Company into a corporation or other form of entity or to create a new holding company structure with respect to the Company and its Subsidiaries; provided that such conversion shall be made in such manner as the Ryman Member (or, in the case of an IPO, the Determining Member) deems appropriate and efficient (including in terms of tax treatment, which conversion shall, unless otherwise agreed by the Ryman Member and the Investor Member, be tax-free to each of the Ryman Member and the Investor Member for U.S. federal income tax purposes) including by way of conversion, merger, recapitalization or asset and liability transfer (the “Corporate Conversion”). In connection with a Corporate Conversion, the Board may require that each Holder transfer to the Company, any of its Subsidiaries or any other entity or entities created pursuant to the Corporate Conversion (collectively, the “New Company”) any or all of such Holder’s Membership Interest. The terms of any stockholders agreement to be entered into among the New Company and the Holders in connection with a Corporate Conversion shall, to the extent practicable and permitted by applicable Law, rule, regulation or historical standard or unless otherwise agreed by the Ryman Member and the Investor Member, replicate the provisions of this Agreement.
(ii) In connection with such Corporate Conversion (x) each Holder shall be entitled to receive shares of common stock or other Equity Securities (together with any securities exercisable, exchangeable or convertible into such shares or Equity Securities, the “Issuer Shares”) of the issuer/spun off company in the IPO or Qualified Spinoff (the “Issuer”) such that if the Company liquidated and distributed its assets in accordance with this Agreement immediately following such IPO or Qualified Spinoff, such Holder would, in the aggregate in respect of such Units or other Equity Securities, be entitled to receive the same percentage of the total proceeds as it would have been entitled to receive in a liquidation and distribution of the Company’s assets pursuant to this Agreement immediately prior to such IPO (determined without giving effect to any actions or steps taken to effect or facilitate such IPO pursuant to this Section 13.5(d)) (but for the avoid...
Corporate Conversion. (a) In the event that the Company determines to consummate a QPO, the Board shall have the power and authority, without any vote or consent of the Unitholders, to incorporate the Company or take such other action as it may deem advisable, including, without limitation, (i) dissolving the Company, creating one or more subsidiaries of the newly formed corporation and transferring to such subsidiaries any or all of the assets of the Company (including by merger) or (ii) causing the Unitholders to exchange their Units for common shares of the newly-formed corporation. Any shares created or received in connection with such transaction are referred to as "Conversion Shares". In connection with any such transaction, (A) each Unit shall automatically be converted into Conversion Shares in the manner set forth in Section 5.15(b) and (B) such Conversion Shares shall have the same economic interest and other rights and obligations in such corporation or its subsidiaries as the converted Units had with respect to the Company subject to any modifications (as determined by
Corporate Conversion. The Corporate Conversion has been consummated (i) in accordance with the applicable provisions of Delaware law and (ii) as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus under the heading “Corporate Conversion.”
Corporate Conversion. 8.3.1 It is the intent of the Members that in the event the Board determines to cause XX.xxx or another Subsidiary of the Company to pursue a public offering of equity securities which is expected to constitute an IPO (the "Converting Subsidiary"), the Converting Subsidiary will be reorganized as a corporation incorporated under the laws of the State of Delaware in accordance with the provisions of this Paragraph 8.
Corporate Conversion. 23 8.5 Put/Call...............................................................................24
Corporate Conversion. In the event that the Company undergoes a Corporate Conversion, the Company shall cause NewCo to grant the Investors the rights granted to the Investors hereunder on terms at least as favorable as to the Investors as provided herein. In such event, all references to the Company shall also include NewCo.
Corporate Conversion. Prior to the delivery of the Shares under this Agreement, the Company will have completed the Corporate Conversion (i) in accordance with the applicable provisions of Delaware law and (ii) as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Corporate Conversion.” (aaa) No Ratings. There are (and prior to the Closing Date will be) no debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization”, as such term is defined in Section 3(a)(62) of the Exchange Act.
Corporate Conversion. The Company shall have provided the Representatives with satisfactory evidence that the Corporate Conversion has been undertaken.
Corporate Conversion. The conversion of Xxxxxxx & Xxxxxxxxx LLC into Xxxxxxx & Xxxxxxxxx Inc., a Delaware corporation, shall have been completed in a manner consistent with the description of such conversion in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
