LLC Conversion Sample Clauses
The LLC Conversion clause outlines the process and conditions under which a company may convert its legal structure to a limited liability company (LLC). This clause typically specifies the required approvals, such as a vote by members or shareholders, and details the necessary filings and notifications to relevant authorities. By providing a clear framework for changing the company's form, the clause ensures a smooth transition and helps prevent disputes or confusion during the conversion process.
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LLC Conversion. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DRULPA and the DLLCA, at the LLC Conversion Effective Time, Surviving Titanium OP shall be converted into a Delaware limited liability company (the “Reorganized Titanium Operating Company”) and the members thereof shall adopt the Reorganized Titanium Operating Company Operating Agreement (the “LLC Conversion” and, together with the Merger, the Partnership Merger, and the other transactions contemplated herein, the “Transactions”).
LLC Conversion. At the LLC Conversion Effective Time, by virtue of the LLC Conversion and without any action on the part of the Company Merger Surviving Corporation or the holders of any securities of the Company Merger Surviving Corporation, each share of Company Merger Surviving Corporation Common Stock that is outstanding immediately prior to the LLC Conversion Effective Time shall be converted into and become one validly issued and fully paid limited liability company interest of Company LLC.
LLC Conversion. Prior to the Closing Date, the Seller shall, and shall cause certain of its Affiliates to, take all actions as are reasonably necessary (including compliance with all applicable notification requirements of any SRO) to complete the LLC Conversion, in form and substance reasonably satisfactory to the Purchaser. Upon completion of the LLC Conversion, the Company shall be a limited liability company wholly owned by Holdings.
LLC Conversion. Notwithstanding anything to the contrary contained in this Agreement, (i) except to the extent such Liability arises from the failure of Seller or Owners to complete a step of the Reorganization, including making applicable Tax elections required to be completed; or (ii) except with respect to Taxes arising from the LLC Conversion prior to the Closing, neither Seller nor any Owner shall have any Liability of any kind with respect to the LLC Conversion or the effects thereof, all of which shall be at the sole risk and liability of Buyer, including (a) any liability arising from any assertion by any Governmental Authority that the LLC Conversion gives rise to a requirement that any Government Contract be novated, or that the consent or approval of any Governmental Authority is required in connection therewith, (b) any breach of any representation or warranty contained in this Agreement or in any Transaction Document, or in any schedule, certificate or other writing delivered pursuant hereto or thereto, arising solely as a result of any of the LLC Conversion and (c) any Transfer Taxes arising in connection with the transactions contemplated by the LLC Conversion.
LLC Conversion. (i) Subject to Section 1.01(b)(iv), on the Closing Date, following the Impax Merger Effective Time and prior to the Contribution, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), the Surviving Company shall be converted from a Delaware corporation to a Delaware limited liability company (the “LLC Conversion”).
(ii) Subject to Section 1.01(b)(iv), on the Closing Date, Impax shall file with the Secretary of State of the State of Delaware a certificate of conversion (a “Certificate of Conversion”) and a certificate of formation (a “Certificate of Formation”), executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL and the DLLCA to effect the LLC Conversion. The LLC Conversion shall become effective at such time as the Certificate of Conversion and Certificate of Formation has been filed with the Secretary of State of the State of Delaware or at such other, later time on the Closing Date as is agreed among the parties and specified in the Certificate of Conversion and Certificate of Formation in accordance with the relevant provisions of the DGCL and the DLLCA; provided, that such time must be after the Impax Merger Effective Time and prior to the effective time of the Contribution (such date and time is referred to herein as the “Conversion Effective Time”).
(iii) At the Conversion Effective Time (if it occurs), (i) the certificate of incorporation and bylaws of the Surviving Company, each in effect at the Conversion Effective Time, will be replaced and superseded in their entirety by the Certificate of Formation and the Limited Liability Company Agreement of the Surviving Company, in the forms set forth on Exhibit C and Exhibit D, respectively, (ii) Holdco, as the sole stockholder of the Surviving Company immediately prior to the LLC Conversion, will execute the Limited Liability Company Agreement of the Surviving Company and be admitted to the Surviving Company as the sole member of the Surviving Company, and (iii) all of the shares of stock of the Surviving Company issued and outstanding immediately prior to the LLC Conversion will be converted to all of the limited liability company interests in the Surviving Company.
(iv) Notwithstanding this Section 1.01(b) or any other provision of this Agreement, the LLC Conversion shall not be effected and Sections 1.01(b)(i)-(iii) and Sectio...
LLC Conversion. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, Sirius and New Sirius shall cause Sirius to be converted into Sirius LLC at the LLC Conversion Effective Time. At the LLC Conversion Effective Time, Sirius shall cease to exist as a corporation and shall continue to exist as a limited liability company under the Laws of the State of Maryland.
LLC Conversion. At the Conversion Effective Time, by virtue of the LLC Conversion and without any action on the part of the holder of any shares of capital stock of OfficeMax Surviving Corporation, each issued and outstanding share of capital stock of OfficeMax Surviving Corporation shall be converted into one limited liability company interest of OfficeMax Converted LLC.
LLC Conversion. Subject to compliance with the Loan Documents, the General Partner shall have the right to convert the form of organization of the Company from a limited partnership to a limited liability company at any time so long as the economic interests, and the other rights under this Agreement of the Class A Limited Partners and the Class B Limited Partners are unaffected by the conversion. The Class A Limited Partners and the Class B Limited Partners hereby agree to such conversion. The costs in connection with such conversion shall be borne by the Company.
LLC Conversion. Prior to the Closing, each of Aquilex Corporation, Aquilex Finance Corp., Aquilex Hydrochem, Inc., Aquilex HydroChem Industrial Cleaning, Inc., Aquilex Specialty Repair and Overhaul, Inc., Aquilex WSI, Inc. and Aquilex SMS, Inc. shall convert to a single-member limited liability company treated as a disregarded entity for U.S. federal income tax purposes.
LLC Conversion. At the Conversion Effective Time, by virtue of the LLC Conversion and without any action on the part of the holder of any shares of capital stock of Verona Surviving Company, each issued and outstanding share of capital stock of Verona Surviving Company shall be converted into one limited liability company interest of Verona Converted LLC.