Common use of Merger, Consolidation, Conversion and Sale of Assets Clause in Contracts

Merger, Consolidation, Conversion and Sale of Assets. (a) The Company may convert or merge into or consolidate with any corporation, association, other limited liability company or other organization or the Company thereof may sell, lease or exchange all or substantially all of the Company Property including its good will, upon such terms and conditions and for such consideration when and as authorized by vote or written or other legally permissible form of consent of two-thirds (2/3) of the Directors then in office, without any vote or approval of any other Person (including any Holder). In accordance with Section 18-209 of the Act, an agreement of merger or consolidation may effect any amendment to this Agreement or the By-Laws or effect the adoption of a new limited liability company agreement or by-laws of the Company if the Company is the surviving or resulting entity. (b) The Directors may cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other limited liability company, trust, partnership, association or other organization to take over all of the Company Property, or to carry on any business in which the Company shall directly or indirectly have any interest, and to sell, convey and transfer the Company Property to any such corporation, trust, association or organization in exchange for the equity interests thereof or otherwise, and to lend money to, subscribe for the equity interests of, and enter into any contracts with any such corporation, limited liability company, trust, partnership, association or organization, or any corporation, partnership, limited liability company, trust, association or organization in which the Company holds or is about to acquire equity interests. The Directors may also cause a merger or consolidation between the Company or any successor thereto and any such corporation, trust, partnership, association or other organization if and to the extent permitted by law, as provided under the law then in effect. Nothing contained herein shall be construed as requiring approval of the Holders for the Directors to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations and selling, conveying or transferring a portion of the Company Property to such organizations or entities.

Merger, Consolidation, Conversion and Sale of Assets. (a) The Company Trust may convert or merge into or consolidate with any corporation, association, other limited liability company trust or other organization or the Company Trust or any Series thereof may sell, lease or exchange all or substantially all of the Company Trust Property or assets, as applicable, belonging to such Series, including its good will, upon such terms and conditions and for such consideration when and as authorized by vote or written or other legally permissible form of consent of two-thirds (2/3) or more of the Directors Trustees then in office; provided that any sale, without any vote conveyance, assignment, exchange, transfer or other disposition of all or substantially all of the Trust Property or all or substantially all of the assets belonging to a particular Series other than for cash, shall require approval of any other Person (including any Holder)the principal terms of the transaction and the nature and amount of the consideration by the vote at a meeting, or by written consent, of Holders holding, in the aggregate, a majority of the outstanding Interests of the Trust or Series, as the case may be, entitled to vote. In accordance with Section 18-209 3815(f) of the Act, an agreement of merger or consolidation may effect any amendment to this Agreement Declaration or the By-Laws or effect the adoption of a new limited liability company agreement declaration or by-laws of the Company Trust if the Company Trust is the surviving or resulting entity. (b) The Directors Trustees may cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other limited liability company, trust, partnership, association or other organization to take over all of the Company Trust Property, or Series thereof, or to carry on any business in which the Company Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Company Trust Property or Series thereof to any such corporation, trust, association or organization in exchange for the equity interests thereof or otherwise, and to lend money to, subscribe for the equity interests of, and enter into any contracts with any such corporation, limited liability company, trust, partnership, association or organization, or any corporation, partnership, limited liability company, trust, association or organization in which the Company Trust holds or is about to acquire equity interests. The Directors Trustees may also cause a merger or consolidation between the Company Trust or any successor thereto and any such corporation, trust, partnership, association or other organization if and to the extent permitted by law, as provided under the law then in effect. Nothing contained herein shall be construed as requiring approval of the Holders for the Directors Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations and selling, conveying or transferring a portion of the Company Trust Property to such organizations or entities.

Merger, Consolidation, Conversion and Sale of Assets. (a) The Company may convert or merge into or consolidate with any corporation, association, other limited liability company or other organization or the Company thereof may sell, lease or exchange all or substantially all of the Company Property including its good will, upon such terms and conditions and for such consideration when and as authorized by vote or written or other legally permissible form of consent of two-thirds (2/3) of the Directors then in office, without any vote or approval of any other Person (including any Holder). In accordance with Section 18-209 of the Act, an agreement of merger or consolidation may effect any amendment to this Agreement or the By-Laws or effect the adoption of a new limited liability company agreement or by-laws of the Company if the Company is the surviving or resulting entity. (b) The Directors may cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other limited liability company, trust, partnership, association or other organization to take over all of the Company Property, or Series thereof, or to carry on any business in which the Company shall directly or indirectly have any interest, and to sell, convey and transfer the Company Property Property, or Series thereof to any such corporation, trust, association or organization in exchange for the equity interests thereof or otherwise, and to lend money to, subscribe for the equity interests of, and enter into any contracts with any such corporation, limited liability company, trust, partnership, association or organization, or any corporation, partnership, limited liability company, trust, association or organization in which the Company holds or is about to acquire equity interests. The Directors may also cause a merger or consolidation between the Company or any successor thereto and any such corporation, trust, partnership, association or other organization if and to the extent permitted by law, as provided under the law then in effect. Nothing contained herein shall be construed as requiring approval of the Holders for the Directors to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations and selling, conveying or transferring a portion of the Company Property to such organizations or entities.

Merger, Consolidation, Conversion and Sale of Assets. (a) The Company may convert or merge into or consolidate with any corporation, association, other limited liability company or other organization or the Company thereof may sell, lease or exchange all or substantially all of the Company Property including its good will, upon such terms and conditions and for such consideration when and as authorized by vote or written or other legally permissible form of consent of two-thirds (2/3) of the Directors then in office, without any vote or approval of any other Person (including any Holder). In accordance with Section 18-209 of the Act, an agreement of merger or consolidation may effect any amendment to this Agreement or the By-Laws or effect the adoption of a new limited liability company agreement or by-laws of the Company if the Company is the surviving or resulting entity. (b) The Directors may cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other limited liability company, company trust, partnership, association or other organization to take over all of the Company Property, or to carry on any business in which the Company shall directly or indirectly have any interest, and to sell, convey and transfer the Company Property to any such corporation, trust, association or organization in exchange for the equity interests thereof or otherwise, and to lend money to, subscribe for the equity interests of, and enter into any contracts with any such corporation, limited liability company, trust, partnership, association or organization, or any corporation, partnership, limited liability company, partnership, trust, association or organization in which the Company holds or is about to acquire equity interests. The Directors may also cause a merger or consolidation between the Company or any successor thereto and any such corporation, trust, partnership, association or other organization if and to the extent permitted by law, as provided under the law then in effect. Nothing contained herein shall be construed as requiring approval of the Holders for the Directors to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations and selling, conveying or transferring a portion of the Company Property to such organizations or entities.