Corporate Conversion; Drag-Along Rights. (a) At any time prior to the Second Closing, upon the consent of Motient Sub, TMI Sub and Class A Limited Partners holding a majority of the Percentage Interests held by all Class A Limited Partners, and at any time after the Second Closing, at the General Partner's discretion, Newco LP shall be converted into corporate form ("Newco") by merger, statutory conversion or any other method set forth in such consent (the "Corporate Conversion"). If the Corporate Conversion is in connection with an initial public offering of Newco LP's (or its successor's) securities, the outstanding interests in Newco LP shall be converted into common stock of Newco in accordance with the Percentage Interests represented by such Limited Partnership Interests, and each holder of such interests shall take such steps as may be reasonably requested by the General Partner in connection therewith, whereupon the rights and obligations of the Limited Partners hereunder, including, without limitation, those arising under Article 6, shall cease and have no further force and effect. If a Corporate Conversion is approved for any purpose other than in connection with an initial public offering of Newco LP's (or its successor's) securities, (i) the respective outstanding interests of Newco LP shall be converted into securities of Newco which track, as closely as practicable, the economic, voting and other rights represented by such outstanding interests immediately prior to the Corporate Conversion and (ii) the holders of such interests shall enter into a shareholders agreement and such other agreements and the organizational documents of Newco will contain such provisions as may be necessary, to allow Newco to mimic, as closely as practicable, the governance and other operating provisions of the Newco LP Agreement, including, without limitation, an agreement by all shareholders holding stock with special voting, economic or other rights to convert such stock into common stock immediately prior to the initial public offering of Newco securities on a basis similar to that contemplated by the second sentence of this Section 8.5(a). To the extent permitted by applicable law (including without limitation, Section 17-219 of the Delaware Act), the consents of Limited Partners, required by the first sentence of this Section 8.5(a) shall be the only consents of Limited Partners necessary for Newco LP to effect a Corporate Conversion and no other class votes or consents of Limited Partners or the General Partner shall be required in connection therewith.
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Samples: Stockholders' Agreement (Motient Corp), Form of Stockholders' Agreement (Motient Corp)
Corporate Conversion; Drag-Along Rights. (a) At any time prior to the Second Closing, upon the consent of Motient Sub, TMI Sub and Class A Limited Partners holding a majority of the Percentage Interests held by all Class A Limited Partners, and at any time after the Second Closing, at the General Partner's discretion, Newco MSV LP shall be converted into corporate form ("NewcoMSV") by merger, statutory conversion or any other method set forth in such consent (the "Corporate ConversionCORPORATE CONVERSION"). If the Corporate Conversion is in connection with an initial public offering of Newco MSV LP's (or its successor's) securities, the outstanding interests in Newco MSV LP shall be converted into common stock of Newco MSV in accordance with the Percentage Interests represented by such Limited Partnership Interests, and each holder of such interests shall take such steps as may be reasonably requested by the General Partner in connection therewith, whereupon the rights and obligations of the Limited Partners hereunder, including, without limitation, those arising under Article 6, shall cease and have no further force and effect. If a Corporate Conversion is approved for any purpose other than in connection with an initial public offering of Newco MSV LP's (or its successor's) securities, (i) the respective outstanding interests of Newco MSV LP shall be converted into securities of Newco MSV which track, as closely as practicable, the economic, voting and other rights represented by such outstanding interests immediately prior to the Corporate Conversion and (ii) the holders of such interests shall enter into a shareholders agreement and such other agreements and the organizational documents of Newco MSV will contain such provisions as may be necessary, to allow Newco MSV to mimic, as closely as practicable, the governance and other operating provisions of the Newco MSV LP Agreement, including, without limitation, an agreement by all shareholders holding stock with special voting, economic or other rights to convert such stock into common stock immediately prior to the initial public offering of Newco MSV securities on a basis similar to that contemplated by the second sentence of this Section 8.5(a). To the extent permitted by applicable law (including without limitation, Section 17-219 of the Delaware Act), the consents of Limited Partners, required by the first sentence of this Section 8.5(a) shall be the only consents of Limited Partners necessary for Newco LP to effect In effecting a Corporate Conversion and no other class votes or consents of Limited Partners or Conversion, the General Partner shall cooperate in good faith with TMI Sub to reduce any adverse tax consequences to TMI Sub resulting from the Corporate Conversion. In the event MSV LP effectuates a Corporate Conversion, the Stockholders who are blocker C corporations ("BLOCKER C CORPORATIONS") shall, if so requested by their parents, in a reorganization intended to be required tax-free, be merged with and into or contributed to MSV LP's successor corporation in exchange for shares of the successor corporation, such that the stockholders of the applicable Blocker C Corporations become direct stockholders of the successor corporation upon the same terms as would be applicable to the Blocker C Corporations had such merger or contribution not occurred, and, if such Corporate Conversion is effected other than in connection with an initial public offering of MSV LP's (or its successor's) securities, such stockholders shall enter into a stockholders' agreement and such other agreements as may be necessary to allow MSV to mimic, as closely as practicable, the governance and other operating provisions of MSV LP's existing governance documents. The consummation of any such merger or contribution shall be subject to the receipt or waiver of any third-party or government consents, approvals and authorizations as may be necessary or advisable in connection therewith, including, but not limited to, expiration or termination of any applicable waiting period under the HSR Act, and shall be effected pursuant to a merger or contribution agreement reasonably acceptable to MSV LP or the successor corporation, as applicable; provided that such Blocker C Corporation shall be a corporation permitted under applicable law and its governing instruments to effectuate such merger or contribution transaction and shall have represented and warranted to MSV LP or the successor corporation that such Blocker C Corporation has no assets or liabilities other than its Limited Partnership Interests and Shares and its rights and obligations under this Agreement, the MSV LP Agreement, the Investment Agreement, the Pledge Agreement and the Voting Agreement.
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Corporate Conversion; Drag-Along Rights. (a) At any time prior to the Second Closing, upon the consent of Motient Sub, TMI Sub and Class A Limited Partners holding a majority of the Percentage Interests held by all Class A Limited Partners, and at any time after the Second Closing, at the General Partner's discretion, Newco MSV LP shall be converted into corporate form ("NewcoMSV") by merger, statutory conversion or any other method set forth in such consent (the "Corporate Conversion"). If the Corporate Conversion is in connection with an initial public offering of Newco MSV LP's (or its successor's) securities, the outstanding interests in Newco MSV LP shall be converted into common stock of Newco MSV in accordance with the Percentage Interests represented by such Limited Partnership Interests, and each holder of such interests shall take such steps as may be reasonably requested by the General Partner in connection therewith, whereupon the rights and obligations of the Limited Partners hereunder, including, without limitation, those arising under Article 6, shall cease and have no further force and effect. If a Corporate Conversion is approved for any purpose other than in connection with an initial public offering of Newco MSV LP's (or its successor's) securities, (i) the respective outstanding interests of Newco MSV LP shall be converted into securities of Newco MSV which track, as closely as practicable, the economic, voting and other rights represented by such outstanding interests immediately prior to the Corporate Conversion and (ii) the holders of such interests shall enter into a shareholders agreement and such other agreements and the organizational documents of Newco MSV will contain such provisions as may be necessary, to allow Newco MSV to mimic, as closely as practicable, the governance and other operating provisions of the Newco MSV LP Agreement, including, without limitation, an agreement by all shareholders holding stock with special voting, economic or other rights to convert such stock into common stock immediately prior to the initial public offering of Newco MSV securities on a basis similar to that contemplated by the second sentence of this Section 8.5(a). To the extent permitted by applicable law (including without limitation, Section 17-219 of the Delaware Act), the consents of Limited Partners, required by the first sentence of this Section 8.5(a) shall be the only consents of Limited Partners necessary for Newco LP to effect In effecting a Corporate Conversion and no other class votes or consents of Limited Partners or Conversion, the General Partner shall cooperate in good faith with TMI Sub to reduce any adverse tax consequences to TMI Sub resulting from the Corporate Conversion. In the event MSV LP effectuates a Corporate Conversion, the Stockholders who are blocker C corporations ("Blocker C Corporations") shall, if so requested by their parents, in a reorganization intended to be required tax-free, be merged with and into or contributed to MSV LP's successor corporation in exchange for shares of the successor corporation, such that the stockholders of the applicable Blocker C Corporations become direct stockholders of the successor corporation upon the same terms as would be applicable to the Blocker C Corporations had such merger or contribution not occurred, and, if such Corporate Conversion is effected other than in connection with an initial public offering of MSV LP's (or its successor's) securities, such stockholders shall enter into a stockholders' agreement and such other agreements as may be necessary to allow MSV to mimic, as closely as practicable, the governance and other operating provisions of MSV LP's existing governance documents. The consummation of any such merger or contribution shall be subject to the receipt or waiver of any third-party or government consents, approvals and authorizations as may be necessary or advisable in connection therewith, including, but not limited to, expiration or termination of any applicable waiting period under the HSR Act, and shall be effected pursuant to a merger or contribution agreement reasonably acceptable to MSV LP or the successor corporation, as applicable; provided that such Blocker C Corporation shall be a corporation permitted under applicable law and its governing instruments to effectuate such merger or contribution transaction and shall have represented and warranted to MSV LP or the successor corporation that such Blocker C Corporation has no assets or liabilities other than its Limited Partnership Interests and Shares and its rights and obligations under this Agreement, the MSV LP Agreement, the Investment Agreement, the Pledge Agreement and the Voting Agreement.
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Samples: Stockholders' Agreement (Skyterra Communications Inc)
