Common use of Merger Consolidation or Conversion Clause in Contracts

Merger Consolidation or Conversion. (a) The Company may merge or consolidate with or into another limited liability company, a corporation, a partnership or any “other business entity,” as defined in Section 18-209 of the Delaware Act, or convert into a corporation, a partnership or other business 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 agreement of merger or consolidation (“Merger Agreement”) or a written plan of conversion (“Plan of Conversion”), as the case may be, that has been approved by the Manager after obtaining the Consent of the Class A Members and the Consent of the Class B Members (except as provided in Section 14.3(b)). Any such Merger Agreement or Plan of Conversion shall provide that (i) all holders of Class A Units shall be entitled to receive the same consideration pursuant to such transaction with respect to each of their Class A Units and (ii) all holders of Class B Units shall be entitled to receive the same consideration pursuant to such transaction with respect to their Class B Units. Notwithstanding any receipt of the requisite Consent of Class A Members or Consent of the Class B Members, at any time prior to the effectiveness of such merger, consolidation or conversion, the Manager may terminate or abandon such transaction subject to any provisions therefor set forth in such Merger Agreement or the Plan of Conversion. (b) Notwithstanding anything else contained in this Section 14.3 or in this Agreement, the Manager is authorized to effect a merger, consolidation or conversion of the Company without the Consent of any Members, if: (i) such transaction is effected in connection with a Termination Transaction in accordance with Section 11.6; or (ii) such transaction is either a conversion or is effected with another entity that is newly formed and has no assets, liabilities or operations prior to such merger, consolidation, sale or transfer and: (A) the Manager has received an opinion of counsel that the merger, consolidation or conversion would not result in the loss of the limited liability of any Member; (B) the Manager has received an opinion of counsel or other qualified tax advisor that the merger, consolidation or conversion would neither be taxable to any Member nor cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such); (C) the sole purpose of such merger, consolidation or conversion is to effect a mere change in the legal form or jurisdiction of organization of the Company; (D) the governing instruments of the new entity provide the Members and the Manager (or other governing body) with substantially the similar rights and obligations as are herein contained; and (E) such transaction would not effect any other change to the rights of any Member(s) that, if effected as an amendment to this Agreement, would require the consent of each Member adversely affected pursuant to Section 7.3(d). (c) If a merger, consolidation or conversion of the Company has been approved as set forth in this Section 14.3, and such transaction has not been terminated or abandoned, the Manager is authorized to execute and file any and all documents to effect such transaction, including a certificate of merger or certificate of conversion, as applicable, in conformity with the requirements of the Act and any other applicable law. (d) Members are not entitled to dissenters’ rights of appraisal in the event of a merger, consolidation or conversion of the Company, or a sale or transfer of all or substantially all of the assets of the Company or the Company’s Subsidiaries, or any other similar transaction or event. (e) It is the intent of the parties hereto that a merger, consolidation or conversion effected pursuant to this Section 14.3 shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

Merger Consolidation or Conversion. (a) The Company may merge or consolidate with or into another limited liability company, a corporation, a partnership or any “other business entity,” as defined in Section 18-209 of the Delaware Act, or convert into a corporation, a partnership or other business 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 agreement of merger or consolidation (“Merger Agreement”) or a written plan of conversion (“Plan of Conversion”), as the case may be, that has been approved by the Manager Operating Managing Member after obtaining the Consent of the Class A Members and the Consent of the Class B Non-Operating Managing Members (except as provided in Section 14.3(b)). Any such Merger Agreement or Plan of Conversion shall provide that (i) all holders of Class A Units shall be entitled to receive the same consideration pursuant to such transaction with respect to each of their Class A Units Units, and (ii) all holders of Class B Units shall be entitled to receive the same consideration pursuant to such transaction with respect to their Class B Units. Notwithstanding any receipt of the requisite Consent of Class A Members or such Consent of the Class B Non-Operating Managing Members, at any time prior to the effectiveness of such merger, consolidation or conversion, the Manager Operating Managing Member may terminate or abandon such transaction subject to any provisions therefor set forth in such Merger Agreement or the Plan of Conversion. (b) Notwithstanding anything else contained in this Section 14.3 or in this Agreement, the Manager Operating Managing Member is authorized to effect a merger, consolidation or conversion of the Company Company, or a sale or transfer of all or substantially all of the Company’s assets, without the Consent of any the Non-Operating Managing Members, if: (i) such transaction is effected in connection with a Termination Transaction in accordance with Section 11.6; or (ii) such transaction is either a conversion or is effected with another entity that is newly formed and has no assets, liabilities or operations prior to such merger, consolidation, sale or transfer and: and (Av) the Manager Operating Managing Member has received an opinion of counsel that the merger, consolidation consolidation, conversion, sale or conversion transfer would not result in the loss of the limited liability of any Member, other than a Managing Member that becomes a general partner of a partnership into which the Company is converted or with which it is merged; (Bw) the Manager Operating Managing Member has received an opinion of counsel or other qualified tax advisor advisor, or a private letter ruling from the IRS to the extent not addressed in the opinion, that the merger, consolidation consolidation, conversion, sale or conversion transfer would neither be taxable to any Member nor cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such); (Cx) the sole purpose of such merger, consolidation consolidation, conversion, sale or conversion transfer is to effect a mere change in the legal form or jurisdiction of organization of the Company; (Dy) the governing instruments of the new entity provide the Members and the Manager Operating Managing Member (or other governing body) with substantially the similar rights and obligations as are herein contained; and (Ez) such transaction would not effect any other change to the rights of any Member(s) Non-Operating Managing Members that, if effected as an amendment to this Agreement, would require the consent of each Member adversely affected pursuant to Section 7.3(d7.3(f). (c) If a merger, consolidation or conversion of the Company has been approved as set forth in this Section 14.3, and such transaction has not been terminated or abandoned, the Manager Operating Managing Member is authorized to execute and file any and all documents to effect such transaction, including a certificate of merger or certificate of conversion, as applicable, in conformity with the requirements of the Act and any other applicable law. (d) Members are not entitled to dissenters’ rights of appraisal in the event of a merger, consolidation or conversion of the Company, or a sale or transfer of all or substantially all of the assets of the Company or the Company’s Subsidiaries, or any other similar transaction or event. (e) It is the intent of the parties hereto that a merger, consolidation or conversion effected pursuant to this Section 14.3 shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

Merger Consolidation or Conversion. (a) The Company Partnership may merge or consolidate with or into another limited partnership, a limited liability company, a corporation, a partnership corporation or any “other business entity,” as defined in Section 1817-209 211 of the Delaware Act, or convert into a corporationlimited liability company, a partnership corporation or other business 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 agreement of merger or consolidation (“Merger Agreement”) or a written plan of conversion (“Plan of Conversion”), as the case may be, that has been approved by the Manager Managing General Partner after obtaining the Consent of the Class A Members Limited Partners and the Consent of the Class B Members Non-Managing General Partners (except as provided in Section 14.3(b)). Any such Merger Agreement or Plan of Conversion shall provide that (i) all holders of Class A Units shall be entitled to receive the same consideration pursuant to such transaction with respect to each of their Class A Units Units, and (ii) all holders of Class B Units shall be entitled to receive the same consideration pursuant to such transaction with respect to their Class B Units. Notwithstanding any receipt of the requisite Consent of Class A Members or such Consent of the Class B MembersLimited Partners and Non-Managing General Partners, at any time prior to the effectiveness of such merger, consolidation or conversion, the Manager Managing General Partner may terminate or abandon such transaction subject to any provisions therefor set forth in such Merger Agreement or the Plan of Conversion. (b) Notwithstanding anything else contained in this Section 14.3 or in this Agreement, the Manager Managing General Partner is authorized to effect a merger, consolidation or conversion of the Company Partnership, or a sale or transfer of all or substantially all of the Partnership’s assets, without the Consent of any Membersthe Limited Partners and Non-Managing General Partners, if: (i) such transaction is effected in connection with a Termination Transaction in accordance with Section 11.611.7; or (ii) such transaction is either a conversion or is effected with another entity that is newly formed and has no assets, liabilities or operations prior to such merger, consolidation, sale or transfer and: transfer, and (Av) the Manager Managing General Partner has received an opinion of counsel that the merger, consolidation consolidation, conversion, sale or conversion transfer would not result in the loss of the limited liability of any MemberLimited Partner, other than a Limited Partner that becomes a general partner of a partnership into which the Partnership is converted or with which it is merged; (Bw) the Manager Managing General Partner has received an opinion of counsel or other qualified tax advisor advisor, or a private letter ruling from the IRS to the extent not addressed in the opinion, that the merger, consolidation consolidation, conversion, sale or conversion transfer would neither be taxable to any Member Partner nor cause the Company Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such); (Cx) the sole purpose of such merger, consolidation consolidation, conversion, sale or conversion transfer is to effect a mere change in the legal form or jurisdiction of organization of the CompanyPartnership; (Dy) the governing instruments of the new entity provide the Members Partners and the Manager Managing General Partner (or other governing body) with substantially the similar rights and obligations as are herein contained; and (Ez) such transaction would not effect any other change to the rights of any Member(s) Limited Partners or Non-Managing General Partners that, if effected as an amendment to this Agreement, would require the consent of each Member Partner adversely affected pursuant to Section 7.3(d7.3(f). (c) If a merger, consolidation or conversion of the Company Partnership has been approved as set forth in this Section 14.3, and such transaction has not been terminated or abandoned, the Manager Managing General Partner is authorized to execute and file any and all documents to effect such transaction, including a certificate of merger or certificate of conversion, as applicable, in conformity with the requirements of the Act and any other applicable law. (d) Members Partners are not entitled to dissenters’ rights of appraisal in the event of a merger, consolidation or conversion of the CompanyPartnership, or a sale or transfer of all or substantially all of the assets of the Company Partnership or the CompanyPartnership’s Subsidiaries, or any other similar transaction or event. (e) It is the intent of the parties hereto that a merger, consolidation or conversion effected pursuant to this Section 14.3 shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

Merger Consolidation or Conversion. (a) The Company may merge or consolidate with or into another limited liability company, a corporation, a partnership or any “other business entity,” as defined in Section 18-209 of the Delaware Act, or convert into a corporation, a partnership or other business 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 agreement of merger or consolidation (“Merger Agreement”) or a written plan of conversion (“Plan of Conversion”), as the case may be, that has been approved by the Manager after obtaining the Consent of the Class A Members and the Consent of the Class B Members Investor (except as provided in Section 14.3(b14.2(b)). Any such Merger Agreement or Plan of Conversion shall provide that (i) all holders each holder of Class A Units or Class B Units shall be entitled to receive the same consideration pursuant to such transaction with respect to each of their Class A Units and (ii) all holders of Class B Units shall be entitled to receive the same consideration pursuant to such transaction with respect to their or Class B Units. Notwithstanding any receipt of the requisite such Consent of Class A Members or Consent of the Class B MembersInvestor, at any time prior to the effectiveness of such merger, consolidation or conversion, the Manager Managing Member may terminate or abandon such transaction subject to any provisions therefor set forth in such Merger Agreement or the Plan of Conversion. (b) Notwithstanding anything else contained in this Section 14.3 14.2 or in this Agreement, the Manager Managing Member is authorized to effect a merger, consolidation or conversion of the Company Company, or a sale or transfer of all or substantially all of the Company’s assets, without the Consent of any MembersMember, if: (i) such transaction is effected in connection with a Termination Transaction in accordance with Section 11.6; or (ii) if such transaction is either a conversion or is effected with another entity that is newly formed and has no assets, liabilities or operations prior to such merger, consolidation, sale or transfer and: and (Ai) the Manager Managing Member has received an opinion written advice of counsel that the merger, consolidation consolidation, conversion, sale or conversion transfer would not result in the loss of the limited liability of any Member, other than the Managing Member (in its capacity as such) that becomes a general partner of a partnership into which the Company is converted or with which it is merged; (Bii) the Manager Managing Member has received an opinion of counsel or other qualified tax advisor advisor, or a private letter ruling from the IRS to the extent not addressed in the opinion, that the merger, consolidation consolidation, conversion, sale or conversion transfer would neither be taxable to any Member nor cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such); (Ciii) the sole purpose of such merger, consolidation consolidation, conversion, sale or conversion transfer is to effect a mere change in the legal form or jurisdiction of organization of the Company; Company and (Div) the governing instruments of the new entity provide the Members and the Manager Managing Member (or other governing body) with substantially the similar rights and obligations as are herein contained; and (E) such transaction would not effect any other change to the rights of any Member(s) that, if effected as an amendment to this Agreement, would require the consent of each Member adversely affected pursuant to Section 7.3(d);. (c) If a merger, consolidation or conversion of the Company has been approved as set forth in this Section 14.314.2, and such transaction has not been terminated or abandoned, the Manager Managing Member is authorized to execute and file any and all documents to effect such transaction, including a certificate of merger or certificate of conversion, as applicable, in conformity with the requirements of the Act and any other applicable law. (d) Members are not entitled to dissenters’ rights of appraisal in the event of a merger, consolidation or conversion of the Company, or a sale or transfer of all or substantially all of the assets of the Company or the Company’s Subsidiaries, or any other similar transaction or event. (e) It is the intent of the parties hereto that a merger, consolidation or conversion effected pursuant to this Section 14.3 14.2 shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.