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: (a) The stockholders of such successor corporation, and such corporation, shall enter into a stockholders agreement incorporating the terms of this Agreement; and (b) Each person that is now or hereafter becomes a Member 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 President of the LLC and any person designated by the President of the LLC to act on its behalf for the purposes of this Section 15.04, 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 15.04, the agreements among the stockholders of such corporation or corporations and/or such corporation or corporations referred to in this Section 15.04, 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 contemplated by this Section 15.04) as are necessary or appropriate, in the reasonable opinion of the President of the LLC or such person designated by it, to implement and effectuate the provisions of this Section 15.04, which the power of attorney is hereby agreed and acknowledged to be irrevocable and coupled with an interest, in recognition of the fact that President of the LLC will be relying upon the power to act as contemplated by this Section 15.04 in connection with the reorganization of the LLC and the other matters contemplated by this Section 15.04, and shall survive any death, retirement, resignation, withdrawal, expulsion, removal, bankruptcy, dissolution or adjudication of incompetence or insanity of any Member until such time as the provisions of this Section 15.04 have been implemented and effectuated to the reasonable satisfaction of the LLC.

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 the Required 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 days’ prior written notice given to all Members, implement a reorganization of cause the LLC which may includeto convert to one or more corporations, for example, contribution by the Members of their Shares to a newly formed corporation or the conversion of the LLC into a Delaware corporation such means (including, without limitation, by merger, merger or consolidation or other business combination or combination; transfer of all or a part of the LLC’s assets), ; and/or transfer of the Members’ respective Shares) as the Board may reasonably select. Upon such conversion in each case on terms that preserve and reflect the member rights accordance with this Section 12.04: (e.g., preemptive rights, protective provisionsa) and the substantive economic rights The Shares 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 shall be exchanged for, or over which it otherwise exercises voting or dispositive authority to (i) vote (in personconverted into, by proxy or by action by written consent, as applicable) all Shares in favor shares of capital stock of such offering and reorganization and in opposition corporation or corporations representing an equity interest therein equivalent 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 Member’s equity interest in the LLC (or any successor thereto) to be received pursuant to this Section 15.04 will afford to the receiving party including, without limitation, having the same economic interestliquidation preferences, voting and other member conversion rights, benefits preferred return rights 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 theretovoting rights) (but subject to the terms hereof and without any right to tax distributions as contemplated by Section 11.0310.03; provided, that the LLC and the Members, in their capacity as Members of the LLC (or stockholders of such converted corporation, as applicable) further agree (i) to effect such a conversion in a manner that is intended to qualify for tax-deferred exchange treatment under Section 351 and/or 368 of the Code (a “Tax-Free Combination”). Upon , (ii) the LLC and the Members (or stockholders of such reorganization converted corporation) will not take any inconsistent position for financial reporting purposes or on any tax return filed with any governmental authority with respect to the foregoing and (iii) the LLC shall provide to the other parties such information, reports, returns and schedules as may reasonably be required to assist such party in accordance with this Section 15.04:accounting or reporting the transaction as being qualified as a tax-deferred exchange; (ab) The stockholders of such successor corporationcorporation or corporations, and such corporationcorporation or corporations, shall enter into a stockholders agreement incorporating the terms of this Agreement and the Rights Agreement; and (bc) Each person that is now or hereafter becomes a Member 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 President Chief Executive Officer of the LLC and any person designated by the President Chief Executive Officer of the LLC to act on its behalf for the purposes of this Section 15.0412.04, 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 15.0412.04, the agreements among the stockholders of such corporation or corporations and/or such corporation or corporations referred to in this Section 15.0412.04, 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 contemplated by this Section 15.0412.04) as are necessary or appropriate, in the reasonable opinion of the President Chief Executive Officer of the LLC or such person designated by it, to implement and effectuate the provisions of this Section 15.0412.04, which the power of attorney is hereby agreed and acknowledged to be irrevocable and coupled with an interest, in recognition of the fact that President of the LLC will be relying upon the power to act as contemplated by this Section 15.04 12.04 in connection with the reorganization conversion of the LLC into a corporation or corporations and the other matters contemplated by this Section 15.0412.04, and shall survive any death, retirement, resignation, withdrawal, expulsion, removal, bankruptcy, dissolution or adjudication of incompetence or insanity of any Member until such time as the provisions of this Section 15.04 12.04 have been implemented and effectuated to the reasonable satisfaction of the LLC.

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 Member, a Majority of Requisite Preferred Holders, and without provision for any dissenters, appraisal or similar rights (each of which is hereby waived), the Board Directors may, at any time by not less than ten (10) 10 days prior written notice given to all Members, implement a reorganization of cause the LLC which may includeto convert to one or more corporations (the “Continuing Corporation”), for example, contribution by the Members of their Shares to a newly formed corporation or the conversion of the LLC into a Delaware corporation such means (including, without limitation, by merger, merger or consolidation or other business combination or combination, 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 assets and/or transfer 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 Members’ respective Shares) and take such other action in support as the Majority of such offering and reorganization as shall Directors may 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)select. Upon such reorganization in accordance with this Section 15.04conversion: (a) The stockholders 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 successor 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 Directors 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, and ’s capital stock for the purposes of determining such corporation, shall enter into a stockholders agreement incorporating Members’ compliance with the terms requirements of this Agreement; andRule 144 of the Securities Act of 1933. (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. (c) Each person that is which now or hereafter becomes is a Member of the LLC 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 President Board of the LLC Directors and any person designated by the President Board of the LLC Directors to act on its his behalf for the purposes of this Section 15.0413.04, 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 maybe converted as contemplated by this Section 15.0413.04, the agreements among the stockholders of such corporation or corporations and/or such corporation or corporations referred to in this Section 15.0413.04, 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 contemplated by this Section 15.0413.04) as are necessary or appropriate, in the reasonable opinion of the President Board of the LLC Directors or such person designated by it, to implement and effectuate the provisions of this Section 15.0413.04, which the power of attorney is hereby agreed and acknowledged to be irrevocable and coupled with an interest, in recognition of the fact that President the Board of the LLC Directors will be relying upon the power of the Board of Directors or such person designated by it to act as contemplated by this Section 15.04 13.04 in connection with the reorganization conversion of the LLC into a corporation or corporations and the other matters contemplated by this Section 15.0413.04, and shall survive any death, retirement, resignation, withdrawal, expulsion, removal, bankruptcy, dissolution or adjudication of incompetence or insanity of any Member or Director until such time as the provisions of this Section 15.04 13.04 have been implemented and effectuated to the reasonable satisfaction of the LLCBoard of Directors or its relevant designee.

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: (a) The stockholders of such successor corporation, and such corporation, shall enter into a stockholders agreement incorporating the terms of this Agreement; and (b) Each person that is now or hereafter becomes a Member 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 President of the LLC and any person designated by the President of the LLC to act on its behalf for the purposes of this Section 15.04, 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 15.04, the agreements among the stockholders of such corporation or corporations and/or such corporation or corporations referred to in this Section 15.04, 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 contemplated by this Section 15.04) as are necessary or appropriate, in the reasonable opinion of the President of the LLC or such person designated by it, to implement and effectuate the provisions of this Section 15.04, which the power of attorney is hereby agreed and acknowledged to be irrevocable and coupled with an interest, in recognition of the fact that President of the LLC will be relying upon the power to act as contemplated by this Section 15.04 in connection with the reorganization of the LLC and the other matters contemplated by this Section 15.04, and shall survive any death, retirement, resignation, withdrawal, expulsion, removal, bankruptcy, dissolution or adjudication of incompetence or insanity of any Member until such time as the provisions of this Section 15.04 have been implemented and effectuated to the reasonable satisfaction of the LLCCompany.