Merger, Consolidation and Conversion. (a) Subject to Section 7.4 and Section 7.5, the Partnership may merge or consolidate with or into one or more corporations, limited liability companies, statutory trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a partnership (whether general or limited (including a limited liability partnership)) or convert into any such entity, whether such entity is formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to a written plan of merger or consolidation or a written plan of conversion, as the case may be, approved by the Managing General Partner of the Partnership generally, a Majority in Interest of the Partnership Interests of each of Series AC and Series LH and a Supermajority Interest of the Series EA Partnership Interests and Series ME Partnership Interests.
Merger, Consolidation and Conversion. (a) The Company may merge or consolidate with or into one or more corporations, limited liability companies, statutory trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a partnership (whether general or limited (including a limited liability partnership)) or convert into any such entity, whether such entity is formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to a written plan of merger or consolidation or a written plan of conversion, asthe case may be, approved by the Manager.
Merger, Consolidation and Conversion. Except as provided in the following sentence, the Company may consolidate or merge with or into any Person or Persons or convert from a limited liability company to a corporation, partnership or other entity with the consent of the Common Equity Member. Notwithstanding the foregoing, without the consent of the Series A Members holding a majority of the outstanding Series A Preferred Equity Membership Units, the Company shall not consolidate or merge with or into any Person or Persons or convert from a limited liability company to a corporation, partnership or other entity unless (x) in the case of a consolidation or merger, such consolidation or merger is permitted under Section 7.1 of the Agreement and (y) if the Company is not the surviving entity or is no longer a limited liability company, (1) the Series A Members shall have the right to receive, in exchange for each Series A Preferred Equity Membership Unit, a security with terms not less favorable than those of the Series A Preferred Equity Membership Units and (2) except to the extent previously consented by the Series A Members, the surviving entity shall not have any issued and outstanding class or series of equity interest, the terms of which expressly provide that it will rank senior to, or on parity with, such security received by the Series A Members in exchange for the Series A Preferred Equity Membership Units, with respect to dividends or distributions of assets or rights upon a Liquidation; provided, however, that:
Merger, Consolidation and Conversion. (a) The Company may not merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Act) without the unanimous consent of each Member.
Merger, Consolidation and Conversion. (a) Unless otherwise required by applicable law, notwithstanding any other provision of this Agreement, the Fund may merge or consolidate with or into one or more limited liability companies formed under the Delaware Act or other business entities (as defined in Section 18-209(a) of the Delaware Act), or convert into any such entity, pursuant to an agreement of merger or consolidation or a plan of conversion, as the case may be, which has been approved by the Board, without the consent of any other Member or Person being required.
