Right to Convert to Corporate Form. Notwithstanding anything to the contrary set forth herein, and without any need for consent or approval of any Member other than the prior written consent of Requisite Preferred Holders, and without provision for any dissenters, appraisal or similar rights (each of which is hereby waived), the Board may, at any time by not less than ten (10) days prior written notice given to all Members, implement a reorganization of the LLC which may include, for example, contribution by the Members of their Shares to a newly formed corporation or the conversion of the LLC into a Delaware corporation (including, without limitation, by merger, consolidation or other business combination or transfer of all or a part of the LLC’s assets), in each case on terms that preserve and reflect the member rights (e.g., preemptive rights, protective provisions) and the substantive economic rights of their Shares, and the Members shall take appropriate steps to implement such reorganization. Without limiting the foregoing, each Member hereby agrees with respect to all Shares which such Member owns or over which it otherwise exercises voting or dispositive authority to (i) vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such offering and reorganization and in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the LLC to consummate such offering; and (ii) execute and deliver all related documentation (which may include, as an example, stock option agreements for Members that hold Incentive Shares) and take such other action in support of such offering and reorganization as shall reasonably be requested by the LLC. For the avoidance of doubt, it is the intention of the parties that any shares or options to acquire shares in the LLC (or any successor thereto) to be received pursuant to this Section 15.04 will afford to the receiving party the same economic interest, voting and other member rights, benefits and obligations as were associated with the Shares held by such party immediately prior to such reorganization, both generally and relative to the holders of other shares of the LLC (or any successor thereto) (but subject to the terms hereof and without any right to tax distributions as contemplated by Section 11.03). Upon such reorganization in accordance with this Section 15.04:
(a) The stockholders of such successor corporation, and such corporation, shall enter into a stockhol...
Right to Convert to Corporate Form. Notwithstanding anything to the contrary set forth herein, and without any need for consent or approval of any Member, a Majority of Directors may, at any time by not fewer than 10 days prior written notice given to all Members, cause the LLC to convert to one or more corporations (the “Continuing Corporation”), by such means (including, without limitation, merger or consolidation or other business combination, transfer of all or a part of the LLC’s assets and/or transfer of the Members’ respective Shares) as such Majority of Directors may reasonably select. Upon such conversion:
(a) The Shares of each Member shall be exchanged for, or otherwise converted into, shares of capital stock (which may be non-voting if the Member’s Shares are non-voting) of such corporation or corporations representing an equity interest therein equivalent to such Member’s equity interest in the LLC (including, without limitation, having the same liquidation preferences, conversion rights, dividend rights, redemption rights and voting rights). The Board and the LLC agree to use reasonable efforts to structure such conversion so that the Members’ ownership of their Shares will be “tacked” to their ownership of the shares of the continuing corporation’s capital stock for the purposes of determining such Members’ compliance with the requirements of Rule 144 of the Securities Act of 1933, as amended.
(b) The stockholders of such corporation or corporations, and such corporation or corporations, in the event of such a conversion other than in connection with a public offering, shall enter into:
(i) a stockholders’ agreement on terms substantially equivalent to those contained in this Agreement, such agreement to be in a form reasonably acceptable to the Majority of Directors, and
(ii) such other documents and instruments as are customarily entered into by stockholders of corporations entering into venture capital or similar transactions, in each case in the form customarily used for documents and instruments of similar nature in such transactions and otherwise reasonably acceptable to the Majority of Directors.
Right to Convert to Corporate Form. It is the intention of the Members that the LLC will initially be subject to tax as a partnership under the Code. Notwithstanding anything to the contrary set forth herein, however, and subject to Section 7.3, the Board of Directors may, by vote of at least a majority of the Directors then in office, at any time by not less than ten (10) days prior written notice given to all Members, cause the LLC to convert to one or more corporations (or to elect to be taxed as a corporation), by such means (including, without limitation, filing of appropriate certificates of conversion and incorporation, merger or consolidation or other business combination; Transfer of all or a part of the LLC's assets; and/or Transfer of the Members' respective Shares) as the Board of Directors may reasonably select. Upon such conversion:
(a) The stockholders of such corporation or corporations, and such corporation or corporations, shall enter into such documents and instruments as are customarily entered into by stockholders of corporations entering into venture capital or similar transactions, in each case in the form customarily used for documents and instruments of similar nature in such transactions and otherwise reasonably acceptable to the Board of Directors.
(b) Each Person which now or hereafter is a Member of the LLC, or serves as a Director of the LLC, by execution of this Agreement, an amendment hereto or an instrument acknowledging that such Person is bound hereby, irrevocably constitutes and appoints the Board of Directors and any Person designated by the Board of Directors to act on his behalf for the purposes of this Section 10.5, and each of them acting singly, such Person's true and lawful agent and attorney-in-fact with full power and authority in such Person's name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices any and all agreements, instruments and other documents (including, without limitation, the organizational documents of the corporation or corporations into which the LLC may be converted as contemplated by this Section 10.5, the agreements among the stockholders of such corporation or corporations and/or such corporation or corporations referred to in this Section 10.5, and instruments of assignment and Transfer assigning the assets of the LLC or the Members' respective Shares in the LLC, as the case may be, to such corporation or corporations in order to effectuate such conversion as contemp...
Right to Convert to Corporate Form. The Company may be converted into a corporation or other business form which conversion shall be effected by a merger or by such other form of transaction as may be available under applicable law.
Right to Convert to Corporate Form. Notwithstanding anything to the contrary set forth herein, by the affirmative vote or written consent of (a) at least two-thirds of the Members and (b) holders of at least fifty-five percent (55%) of the outstanding Preferred Interests (voting together as a single class on an as-if-converted basis), the Members may, at any time by not less than ten (10) days prior written notice given to all Members, cause the Company to convert to one or more corporations, by such means (including, without limitation, merger or consolidation or other business combination; transfer of all or a part of the Company’s assets; and/or transfer of the Members’ respective Interests) as the Members by affirmative vote of (a) at least two-thirds of the Members and (b) holders of at least fifty-five percent (55%) of the outstanding Preferred Interests (voting together as a single class on an as-if-converted basis) may reasonably select. Upon such conversion:
10.26.1. The Interests of each Member must be exchanged for, or otherwise converted into, shares of capital stock of such corporation or corporations representing an equity interest therein equivalent to such Member’s equity interest in the Company (including having materially the same liquidation preferences, conversion rights, preferred return rights, and voting rights).
10.26.2. The stockholders of such corporation or corporations, and such corporation or corporations, must enter into a stockholders agreement incorporating the material terms of this Agreement.
10.26.3. Each Person that is now or hereafter becomes a Member of the Company by execution of this Agreement, an amendment hereto, or an instrument acknowledging that such Person is bound hereby, irrevocably constitutes and appoints any Person designated by the Board for the purposes contemplated in this Section 10.26 (the “Authorized Agent”) to act on such Person’s behalf for the purposes of this Section 10.26 and appoints the Authorized Agent to be such Person’s true and lawful agent and attorney-in-fact with full power and authority in such Person’s name, place, and stead to execute, acknowledge, deliver, swear to, file, and record at the appropriate public offices all agreements, instruments, and other documents (including the organizational documents of the corporation or corporations into which the Company may be converted as contemplated by this Section 10.26, the agreements among the stockholders of such corporation or corporations, and/or such corporation or co...
Right to Convert to Corporate Form
