Corporate Conversion Clause Samples
The Corporate Conversion clause outlines the process by which a business entity changes its legal structure, such as converting from a limited liability company (LLC) to a corporation or vice versa. This clause typically specifies the necessary approvals, required filings, and the effective date of the conversion, ensuring all stakeholders are informed and legal requirements are met. Its core function is to provide a clear and orderly framework for changing the entity’s form, thereby minimizing legal uncertainties and ensuring continuity of operations during the transition.
POPULAR SAMPLE Copied 22 times
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. 8.3.1 It is the intent of the Members that in the event the Board determines to cause ▇▇.▇▇▇ 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. 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. 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. 23 8.5 Put/Call...............................................................................24
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. For purpose of achieving a Qualified IPO, after the Completion of the Capital Increase, the Company shall be converted into a company limited by shares at such time as the Company deems appropriate (“Corporate Conversion”). According to the adjustment of the Company’s business and shareholding structure, the Company may reduce its registered capital according to law prior to or during the process of the Corporate Conversion. The Investors agree to cooperate with the Company to take all necessary and reasonable actions, including without limitation voting in favor of the relevant resolutions (if necessary) in the relevant decision-making process of the Company, executing necessary documents and giving cooperation in completing the necessary registration procedures, to effect the reduction of the Company’s registered capital.
Corporate Conversion. If determined by BCH's Board of Managers in accordance with the last sentence of this Section 1A, prior to the IPO Date, BCH shall file with the Delaware Secretary of State a Certificate of Conversion in substantially the form of Exhibit A attached hereto providing for the conversion of BCH from a limited liability company to a corporation pursuant to Delaware law. Each party hereto agrees that, upon such conversion becoming effective under the laws of the State of Delaware, each Series A Common Unit shall, automatically and without further action on the part of any party, be converted into one share of Series A Preferred Stock, par value $0.01 per share, of BCH (the "Preferred Stock"), the Series B Common Units shall, automatically and without further action on the part of any party, be converted into shares of Class B Common Stock, par value $0.01 per share, of BCH (the "Class B Common"), and the Series C Common Units shall, automatically and without further action on the part of any party, be converted into shares of Class C Common Stock, par value $0.01 per share, of BCH (the "Class C Common"). Effective upon such conversion, each party agrees that (i) each of the Preferred Stock, the Class A Common and the Class B Common shall have the rights and preferences set forth in the Certificate of Incorporation of BCH substantially in the form of Exhibit B attached hereto (the "BCH Certificate"), (ii) the number of outstanding shares of each of the Class B Common and Class C Common relative to the total number of outstanding shares of Class B Common and Class C Common immediately after such conversion shall, subject only to rounding to the nearest whole share in accordance with the BCH Certificate, reflect the same percentage as the number of each of the outstanding Series B Common Units and the outstanding Series C Common Units relative to the total number of outstanding Series B Common Units and outstanding Series C Common Units immediately prior to such conversion and (iii) the percentage of Class B Common of each holder relative to all holders of Class B Common immediately after such conversion shall, subject only to rounding to the nearest whole share in accordance with the BCH Certificate, be the same as the percentage of Series B Common Units held by such holder relative to all holders of Series B Common Units immediately prior to such conversion. Notwithstanding anything herein to the contrary, each party hereby acknowledges and agrees that, in accord...
Corporate Conversion. The Corporate Conversion, as described in the General Disclosure Package and the Prospectus under the captions “Prospectus Summary—Corporate Conversion” and “Corporate Conversion,” has been consummated.