Common use of Procedure for Merger, Consolidation or Conversion Clause in Contracts

Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company pursuant to this Article X requires the prior consent of the Board of Directors. Upon such approval, the Merger Agreement shall set forth: (i) The names and jurisdictions of formation or organization of each of the business entities proposing to merge, consolidate or convert; (ii) The name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (“Surviving Business Entity”); (iii) The terms and conditions of the proposed merger or consolidation; (iv) The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partnership or limited liability company interests, rights, securities or obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such interests, rights, securities or obligations of the constituent business entity are to receive in exchange for, or upon conversion of, their interests, rights, securities or obligations and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered; (v) A statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or limited liability company or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation; (vi) The effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger pursuant to Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and (vii) Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the Board of Directors. (viii) If the Board of Directors shall determine to consent to the conversion, the Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Board of Directors determines to be necessary or appropriate.

Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company pursuant to this Article X requires the prior consent of the Board of Directors. Upon such approval, the Any Merger Agreement approved by the Managing Member shall set forth: (i) The names and jurisdictions of formation or organization of each of the business entities proposing to merge, consolidate or convert; (ii) The name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (“Surviving Business Entity”); (iii) The terms and conditions of the proposed merger or consolidation; (iv) The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (iA) if any general or limited partnership or limited liability company interests, rights, securities or obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such interests, rights, securities or obligations of the constituent business entity are to receive in exchange for, or upon conversion of, their interests, rights, securities or obligations and (iiB) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered; (v) A statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or limited liability company or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation; (vi) The effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger pursuant to Section 10.4 10.3 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and (vii) Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the Board of DirectorsManaging Member. (viiib) If the Board of Directors Managing Member shall determine to consent to the approve of a conversion, the Board of Directors Managing Member may approve and adopt a Plan of Conversion containing such terms and conditions that the Board of Directors Managing Member determines to be necessary or appropriate. (c) After such approval by the Managing Member, and at any time prior to the filing of the certificate of merger or a certificate of conversion pursuant to Section 10.3, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as the case may be.

Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company pursuant to this Article X XIV requires the prior consent of the Board of DirectorsManagement Council. Upon such approval, the Merger Agreement shall set forth: (i) The names and jurisdictions of formation or organization of each of the business entities proposing to merge, consolidate or convert; (ii) The name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (“Surviving Business Entity”); (iii) The terms and conditions of the proposed merger or consolidation; (iv) The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (ix) if any general or limited partnership or limited liability company interests, rights, securities or obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such interests, rights, securities or obligations of the constituent business entity are to receive in exchange for, or upon conversion of, their interests, rights, securities or obligations and (iiy) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered; (v) A statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or limited liability company or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation; (vi) The effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger pursuant to Section 10.4 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and (vii) Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the Board of DirectorsManagement Council. (viii) If the Board of Directors shall determine to consent to Management Council approves the conversion, the Board of Directors Management Council may approve and adopt a Plan of Conversion containing such terms and conditions that the Board of Directors determines Management Council determine to be necessary or appropriate.

Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company pursuant to this Article X 10 requires the prior consent of the Board of Directors. Upon such approval, the Merger Agreement shall set forth: (i) The names and jurisdictions of formation or organization of each of the business entities proposing to merge, consolidate or convert; (ii) The name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (“Surviving Business Entity”); (iii) The terms and conditions of the proposed merger or consolidation; (iv) The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partnership or limited liability company interests, rights, securities or obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such interests, rights, securities or obligations of the constituent business entity are to receive in exchange for, or upon conversion of, their interests, rights, securities or obligations and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered; (v) A statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or limited liability company or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation; (vi) The effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger pursuant to Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and (vii) Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the Board of Directors. (viii) If the Board of Directors shall determine to consent to the conversion, the Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Board of Directors determines to be necessary or appropriate.

Procedure for Merger, Consolidation or Conversion. (a) MergerThe merger, consolidation or conversion of the Company pursuant to this Article X 13 requires the prior approval of Members representing a Majority Interest. (b) If Members representing a Majority Interest shall determine to consent of the Board of Directors. Upon such approvalto a merger or consolidation, then Members representing a Majority Interest shall approve the Merger Agreement Agreement, which shall set forth: (i) The the names and jurisdictions of formation or organization of each of the business entities proposing to merge, consolidate merge or convertconsolidate; (ii) The the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (“Surviving Business Entity”)consolidation; (iii) The the terms and conditions of the proposed merger or consolidation; (iv) The the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (iA) if any general or limited partnership or limited liability company partner interests, rights, securities or obligations rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partnership or limited liability company partner interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of any general or limited partnership, corporation, trust, limited liability company, corporation, trust unincorporated business or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, rights, securities or obligations of the constituent business entity rights are to receive in exchange for, or upon conversion of, of their interests, rights, securities or obligations rights and (iiB) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partnership or limited liability company partner interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, corporation, trust unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered; (v) A a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or partnership, certificate of formation, limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation; (vi) The the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger pursuant to Section 10.4 13.3 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, however, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation and stated therein); and (vii) Such such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the Board of Directorssuch Members. (viiic) If the Board of Directors Members representing a Majority Interest shall determine to consent to a conversion of the conversionCompany, the Board of Directors may then Members representing a Majority Interest shall approve and adopt a Plan of Conversion containing such terms and conditions that the Board of Directors Members representing such Majority Interest determines to be necessary or appropriate.

Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company Partnership pursuant to this Article X XIV requires the prior consent of the Board of Directors. Upon such approvalGeneral Partner; provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Partnership and may decline to do so in its sole discretion and, in declining to consent to a merger, consolidation or conversion, shall not be required to act pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. (b) If the General Partner shall determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement Agreement, which shall set forth: (i) The the names and jurisdictions of formation or organization of each of the business entities proposing to merge, consolidate merge or convertconsolidate; (ii) The the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”); (iii) The the terms and conditions of the proposed merger or consolidation; (iv) The the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (iA) if any general or limited partnership or limited liability company partner interests, rights, securities or obligations rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partnership or limited liability company partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust, limited liability company, corporation, trust unincorporated business or other entity (other than the Surviving Business Entity) which that the holders of such interests, rights, securities or obligations of the constituent business entity rights are to receive in exchange for, or upon conversion of, of their interests, rights, securities or obligations rights and (iiB) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, corporation, trust unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered; (v) A a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or limited liability company or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation; (vi) The the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger pursuant to Section 10.4 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation and stated therein); and (vii) Such such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the Board of Directorsappropriate. (viiic) If the Board of Directors General Partner shall determine to consent to the conversion, the Board of Directors General Partner may approve and adopt a Plan of Conversion containing such terms and conditions that the Board of Directors General Partner determines to be necessary or appropriate.