Common use of Incorporation of the LLC Clause in Contracts

Incorporation of the LLC. The Board may, in order to facilitate a Qualified Public Offering of securities of the LLC, or for other reasons that the Board deems in the best interests of the LLC and/or its Unitholders, cause the LLC to incorporate its business, or any portion thereof, including by (i) the transfer of all of the assets of the LLC, subject to the LLC’s liabilities, or the transfer of any portion of such assets and liabilities, to one or more corporations in exchange for shares of such corporation(s) and the subsequent distribution of such shares, at such time as the Board may determine, to the Unitholders, (ii) conversion of the LLC into a corporation pursuant to §18-216 of the Delaware Act (or any successor section thereto), (iii) Transfer by each Unitholder of Units held by such Unitholder to one or more corporations in exchange for shares of such corporation(s) (including by merger of the LLC into a corporation) or (iv) causing a corporation to be admitted as a member of the LLC, with such corporation purchasing interests in the LLC from the LLC or the Unitholders (as determined by the Board) with the proceeds of a public offering of the corporation’s stock and, in connection therewith, each Unitholder agrees to the Transfer of its Units in accordance with the terms of exchange as provided by the Board and further agrees that as of the effective date of such exchange any Unit outstanding thereafter which shall not have been tendered for exchange shall represent only the right to receive a certificate representing the number of shares of such corporation(s) as provided in the terms of such exchange. In connection with any such transaction as provided above, each holder of Units shall receive, in exchange for the Units held by such holder, capital stock, options or other securities with substantially similar economic and other rights, privileges and preferences as the Units being exchanged had prior to the consummation of such transaction pursuant to the terms of this Agreement, any Equity Agreement, or otherwise as determined by the Board. The LLC shall pay any and all organizational, legal and accounting expenses and filing fees incurred in connection with such incorporation transaction, including any fees related to a filing under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, if applicable. It is the intent of the Unitholders that the conversion of the LLC into corporate form and the conversion or reorganization of any of the LLC’s operating divisions, whether currently existing or existing in the future, into corporate form are part of the Unitholders’ original investment decision with respect to the Units of the Unitholders. In connection with any such reorganization or change, no Unitholder shall have the right or power to veto, vote for or against, amend, modify or delay any such reorganization or exchange. 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 reorganization or change (including any amendment to this Agreement and, in the case of any Management Unitholder, executing an agreement with the successor entity providing for the continued vesting of, and repurchase rights respecting, any equity securities issued in respect of unvested Management Incentive Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth in any Senior Management Agreement or similar agreement, as the case may be).

Incorporation of the LLC. The Board may, in order to facilitate a Qualified Public Offering public offering of securities of the LLC, or for other reasons that the Board deems in the best interests of the LLC and/or its UnitholdersLLC, cause the LLC to incorporate its business, or any portion thereof, including by (i) the transfer of all of the assets of the LLC, subject to the LLC’s liabilities, or the transfer of any portion of such assets and liabilities, to one or more corporations in exchange for shares of such corporation(s) and the subsequent distribution of such shares, at such time as the Board may determine, to the UnitholdersUnitholders on a pro rata basis, (ii) conversion of the LLC into a corporation pursuant to 6 Del. C. §18-216 of the Delaware Act (or any successor section thereto), ) or (iii) Transfer by each Unitholder of Units held by such Unitholder to one or more corporations in exchange for shares of such corporation(s) (including by merger of the LLC into a corporation) or (iv) causing a corporation to be admitted as a member of the LLC, with such corporation purchasing interests in the LLC from the LLC or the Unitholders (as determined by the Board) with the proceeds of a public offering of the corporation’s stock and, in connection therewith, each Unitholder agrees to the Transfer of its Units in accordance with the terms of exchange as provided by the Board and further agrees that as of the effective date of such exchange any Unit outstanding thereafter which shall not have been tendered for exchange shall represent only the right to receive a certificate representing the number of shares of such corporation(s) as provided in the terms of such exchange. In connection with any such transaction reorganization or exchange as provided above, each Unitholder of a particular class shall receive the same form of securities and the same amount of securities per Unit of such class and if any holders of a class of Units are given an option as to the form and amount of securities to be received, each holder of such class of Units shall receive, in exchange for be given the Units held by such holder, capital stock, options or other securities with substantially similar economic and other rights, privileges and preferences as the Units being exchanged had prior to the consummation of such transaction pursuant to the terms of this Agreement, any Equity Agreement, or otherwise as determined by the Boardsame option. The LLC shall pay any and all organizational, legal and accounting expenses and filing fees incurred in connection with such incorporation transaction, including including, without limitation, any fees related to a filing under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, if applicable. It is the intent of the Unitholders that the conversion of the LLC into corporate form and the conversion or reorganization of any of the LLC’s operating divisions, whether currently existing or existing in the future, into corporate form are part of the Unitholders’ original investment decision with respect to the Units of the Unitholders. In connection with any such reorganization or change, no Unitholder shall have the right or power to veto, vote for or against, amend, modify or delay any such reorganization or exchange. 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 reorganization or change (including any amendment to this Agreement and, in the case of any Management Unitholder, executing an agreement with the successor entity providing for the continued vesting of, and repurchase rights respecting, any equity securities issued in respect of unvested Management Incentive Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth in any Senior Management Agreement or similar agreement, as the case may be).

Incorporation of the LLC. The Board may, in order to facilitate a Qualified Public Offering public offering of securities of the LLC, or for other reasons that the Board deems in the best interests of the LLC and/or its UnitholdersLLC, cause the LLC to incorporate its business, or any portion thereof, including by (i) the transfer of all of the assets of the LLC, subject to the LLC’s 's liabilities, or the transfer of any portion of such assets and liabilities, to one or more corporations in exchange for shares of such corporation(s) and the subsequent distribution of such shares, at such time as the Board may determine, to the UnitholdersUnitholders on a pro rata basis, (ii) conversion of the LLC into a corporation pursuant to §186 Del. C. Sec.18-216 of the Delaware Act (or any successor section Section thereto), ) or (iii) by Transfer by each Unitholder of Units held by such Unitholder to one or more corporations in exchange for shares of such corporation(s) (including by merger of the LLC into a corporation) or (iv) causing a corporation to be admitted as a member of the LLC, with such corporation purchasing interests in the LLC from the LLC or the Unitholders (as determined by the Board) with the proceeds of a public offering of the corporation’s stock and, in connection therewith, each Unitholder agrees to the Transfer of its Units in accordance with the terms of exchange as provided by the Board and further agrees that as of the effective date of such exchange any Unit outstanding thereafter which shall not have been tendered for exchange shall represent only the right to receive a certificate representing the number of shares of such corporation(s) as provided in the terms of such exchange. In connection with any such transaction reorganization or exchange as provided above, each Unitholder of a particular class shall receive the same form of securities and the same amount of securities per Unit of such class and if any holders of a class of Units are given an option as to the form and amount of securities to be received, each holder of such class of Units shall receive, in exchange for be given the Units held by such holder, capital stock, options or other securities with substantially similar economic and other rights, privileges and preferences as the Units being exchanged had prior to the consummation of such transaction pursuant to the terms of this Agreement, any Equity Agreement, or otherwise as determined by the Boardsame option. The LLC shall pay any and all organizational, legal and accounting expenses and filing fees incurred in connection with such incorporation transaction, including including, without limitation, any fees related to a filing under the XxxxHart-XxxxxScott-Xxxxxx Rodino Anti-Trust Improvements Act of 1976, as amended, if applicableix xxxxxxxxxx. It Xxxs Section 15.7 is subject to the intent terms and conditions of Sections 5 and 6 of the Unitholders that the conversion of the LLC into corporate form and the conversion or reorganization of any of the LLC’s operating divisions, whether currently existing or existing in the future, into corporate form are part of the Unitholders’ original investment decision with respect to the Units of the Unitholders. In connection with any such reorganization or change, no Unitholder shall have the right or power to veto, vote for or against, amend, modify or delay any such reorganization or exchange. 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 reorganization or change (including any amendment to this Agreement and, in the case of any Management Unitholder, executing an agreement with the successor entity providing for the continued vesting of, and repurchase rights respecting, any equity securities issued in respect of unvested Management Incentive Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth in any Senior Management Agreement or similar agreement, as the case may be)Securityholders Agreement.

Incorporation of the LLC. The Board may, in order to facilitate a Qualified Public Offering any public offering of securities of the LLC, or for other reasons that the Board deems in the best interests of the LLC and/or its UnitholdersLLC, cause the LLC to incorporate its business, or any portion thereof, including by (i) the transfer of all of the assets of the LLC, subject to the LLC’s 's liabilities, or the transfer of any portion of such assets and liabilities, to one or more corporations in exchange for shares of such corporation(s) and the subsequent distribution of such shares, at such time as the Board may determine, to the Unitholders, Unitholders on a pro rata basis or (ii) conversion of the LLC into a corporation pursuant to §18-216 of the Delaware Act (or any successor section thereto), (iii) Transfer transfer by each Unitholder of Units held by such Unitholder to one or more corporations in exchange for shares of such corporation(s) (including by merger of the LLC into a corporation) or (iv) causing a corporation to be admitted as a member of the LLC, with such corporation purchasing interests in the LLC from the LLC or the Unitholders (as determined by the Board) with the proceeds of a public offering of the corporation’s stock and, in connection therewith, each Unitholder agrees to the Transfer transfer of its Units in accordance with the terms of exchange as provided by the Board and further agrees that as of the effective date of such exchange any Unit outstanding thereafter which shall not have been tendered for exchange shall represent only the right to receive a certificate representing the number of shares of such corporation(s) as provided in the terms of such exchange. In connection with any such transaction reorganization or exchange as provided in clauses (i) and (ii) above, each Unitholder of a particular class shall receive the same form of securities and the same amount of securities per Unit of such class and if any holders of a class of Units are given an option as to the form and amount of securities to be received, each holder of such class of Units shall receivebe given the same option. Each Unitholder shall be entitled to enter into arrangements, in exchange for the Units held by such holder, capital stock, options or other securities with substantially similar economic and other rights, privileges and preferences as the Units being exchanged had prior to the consummation of such transaction pursuant to the terms of this Agreement, any Equity Agreement, or otherwise as determined by the Board. The LLC shall pay any and all organizational, legal and accounting expenses and filing fees incurred in connection with such any incorporation transaction, including any fees related to including, without limitation, a filing under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, if applicable. It is the intent merger of the Unitholders Unitholder into the LLC or resulting corporation, so that both such incorporation transaction and the structure following such incorporation transaction are most tax efficient for such Unitholder and, unless otherwise provided for herein, that the conversion holders within each class of the LLC into corporate form and the conversion or reorganization of any of the LLC’s operating divisions, whether currently existing or existing in the future, into corporate form Units are part of the Unitholders’ original investment decision with respect to the Units of the Unitholders. In connection with any such reorganization or change, no Unitholder shall have the right or power to veto, vote for or against, amend, modify or delay any such reorganization or exchange. 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 reorganization or change (including any amendment to this Agreement and, in the case of any Management Unitholder, executing an agreement with the successor entity providing for the continued vesting of, and repurchase rights respecting, any equity securities issued in respect of unvested Management Incentive Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth in any Senior Management Agreement or similar agreement, as the case may be)treated equally.

Incorporation of the LLC. The Board may, in order to facilitate a Qualified Public Offering public offering of securities of the LLC, or for other reasons that the Board deems in the best interests of the LLC and/or its UnitholdersLLC, cause the LLC to incorporate its business, or any portion thereof, including by (i) the transfer of all of the assets of the LLC, subject to the LLC’s 's liabilities, or the transfer of any portion of such assets and liabilities, to one or more corporations in exchange for shares of such corporation(s) and the subsequent distribution of such shares, at such time as the Board may determine, to the UnitholdersUnitholders on a pro rata basis, (ii) conversion of the LLC into a corporation pursuant to §18-Section 216 of the Delaware Act (or any successor section thereto), ) or (iii) by Transfer by each Unitholder of Units held by such Unitholder to one or more corporations in exchange for shares of such corporation(s) (including by merger of the LLC into a corporation) or (iv) causing a corporation to be admitted as a member of the LLC, with such corporation purchasing interests in the LLC from the LLC or the Unitholders (as determined by the Board) with the proceeds of a public offering of the corporation’s stock and, in connection therewith, each Unitholder agrees to the Transfer of its Units in accordance with the terms of exchange as provided by the Board and further agrees that as of the effective date of such exchange any Unit outstanding thereafter which shall not have been tendered for exchange shall represent only the right to receive a certificate representing the number of shares of such corporation(s) as provided in the terms of such exchange. In connection with any such transaction reorganization or exchange as provided in CLAUSES (i) and (ii) above, each Unitholder of a particular class shall receive the same form of securities and the same amount of securities per Unit of such class and if any holders of a class of Units are given an option as to the form and amount of securities to be received, each holder of such class of Units shall receive, in exchange for be given the Units held by such holder, capital stock, options or other securities with substantially similar economic and other rights, privileges and preferences as the Units being exchanged had prior to the consummation of such transaction pursuant to the terms of this Agreement, any Equity Agreement, or otherwise as determined by the Boardsame option. The LLC shall pay any and all organizational, legal and accounting expenses and filing fees incurred in connection with such incorporation transaction, including including, without limitation, any fees related to a filing under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, if applicable. It is the intent of the Unitholders that the conversion of the LLC into corporate form and the conversion or reorganization of any of the LLC’s operating divisions, whether currently existing or existing in the future, into corporate form are part of the Unitholders’ original investment decision with respect to the Units of the Unitholders. In connection with any such reorganization or change, no Unitholder shall have the right or power to veto, vote for or against, amend, modify or delay any such reorganization or exchange. 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 reorganization or change (including any amendment to this Agreement and, in the case of any Management Unitholder, executing an agreement with the successor entity providing for the continued vesting of, and repurchase rights respecting, any equity securities issued in respect of unvested Management Incentive Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth in any Senior Management Agreement or similar agreement, as the case may be).