Common use of Right to Convert to Corporate Form Clause in Contracts

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:

Right to Convert to Corporate Form. Notwithstanding anything to The Board of Managers, with 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 HoldersRequired Members, and without provision for any dissenters, appraisal or similar rights (each of which is hereby waived), the Board may, may elect at any time to require that the Company be converted into a corporation, which conversion may be effected by not less than ten merger or by such other form of transaction as may be available under applicable law. In such conversion, the Interests of the Members (10) days prior written notice given determined as though such Interests included Distributions to all which the Members would then be entitled under Section 7.2 if the Company were liquidated at the value of the Company determined in connection with such conversion), option holders and warrant holders of the Company shall be the basis for the allocation of shares, options or warrants in the corporation. In connection with a conversion to a corporation, MS Members shall, upon the election of such MS Members, implement be allocated non-voting shares, options, or warrants, as applicable, convertible upon transfer to a reorganization transferee at the election of such transferee to voting shares of the LLC which class received by other Members; provided that the MS Members shall not be allocated voting shares, options, or warrants, as applicable, if in so doing, compliance with the Investment Company Act of 1940 would become materially more burdensome to such MS Members. Such non-voting shares, options or warrants, as applicable, shall otherwise be identical and shall entitle the MS Members to the same rights and privileges as those shares, options or warrants allocated to the non-MS Members in any such conversion to a corporation. Upon such an election, to convert to a corporation, the Members, option holders and warrant holders shall as soon as practicable thereafter execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, all instruments and documents that may include, for example, contribution be reasonably requested by the Members of their Shares to a newly formed corporation or best effectuate the conversion of the LLC into Company to a Delaware corporation (includingwhile continuing in full force and effect, without limitationto the extent consistent with such conversion, by mergerthe terms, consolidation or other business combination or transfer provisions, and conditions 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) this Agreement 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 Persons holding options 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 warrants to acquire shares Interests 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:Company.