Common use of Incorporation of the Company Clause in Contracts

Incorporation of the Company. The Board may, in advance of, and in order to facilitate, a Public Offering of securities of the Company, or for other reasons that the Board deems to be in the best interests of the Company, cause the Company to incorporate its business, or any portion thereof, including, without limitation, by way of: (a) the Transfer of all of the assets of the Company, subject to the liabilities of the Company, or the Transfer of any portion of such assets and liabilities, to one or more corporations in exchange for equity interests of said corporation(s) and the subsequent distribution of such equity interests, at such time as the Board may determine, to the Holders in accordance with this Agreement, (b) Transfer by each of the Holders of Units held by such Holder to one or more corporations in exchange for equity interests of said corporation(s) and, in connection therewith, each Holder hereby agrees to the Transfer of its Units in accordance with the terms of exchange as provided by the Board and further agrees that, as of the effective date of such exchange, any Units outstanding thereafter that shall not have been tendered for exchange shall represent only the right to receive a certificate representing the number of equity interests of said corporation(s) as provided in the terms of the exchange, (c) the merger of the Company with and into a corporation as a result of which the Holders receive as merger consideration equity interests of such corporation, as the surviving entity to the merger, which merger shall not be required to be approved by the Members, (d) if the only assets of the Company consist of cash and stock of a corporation, dissolve the Company and distribute such cash and shares of stock to the Holders, or (e) the conversion of the Company to a corporation or other entity pursuant to applicable law, which conversion shall not be required to be approved by Members; provided that the organizational documents of any such new corporation or entity, its equity interests and/or a shareholders’ or other agreement, as appropriate, will in all material respects reflect and be consistent with the terms and provisions applicable to each Holder’s ownership of Units immediately prior to such transaction; provided further, that each Holder is, as a result of such transaction, in substantially the same ownership position with respect to the Company (or its successor) as it was in immediately prior to such transaction. Each Holder will take all reasonable actions in connection with the consummation of such conversion as requested by the Board.

Incorporation of the Company. The Board may, in advance of, and in order Management Committee may at any time for any reason (including to facilitate, facilitate a Public Offering public offering of securities of the Company, or for other reasons that the Board deems to be in the best interests of the Company, ) cause the Company to incorporate its business, or any portion thereof, including, without limitation, including by way of: (ai) the Transfer transfer of all of the assets of the Company, subject to the liabilities of the Company’s liabilities, or the Transfer transfer of any portion of such assets and liabilities, to one or more corporations in exchange for equity interests shares of said such corporation(s) and the subsequent distribution of such equity interestsshares, at such time as the Board Management Committee may determine, to the Holders in accordance with this AgreementMembers, (bii) Transfer conversion of the Company into a corporation pursuant to Section 18-216 of the Delaware Act (or any successor section thereto), (iii) transfer by each of the Holders Member of Units held by such Holder Member to one or more corporations in exchange for equity interests shares of said such corporation(s) (including by merger of the Company into a corporation) or (iv) causing a corporation to be admitted as a member of the Company, with such corporation purchasing interests in the Company from the Company or the Members (as determined by the Management Committee) with the proceeds of a public offering of the corporation’s stock and, in connection therewith, each Holder hereby Member agrees to the Transfer transfer of its Units in accordance with the terms of exchange as provided by the Board Management Committee in accordance with the terms hereof and further agrees that, that as of the effective date of such exchange, exchange any Units Unit outstanding thereafter that which shall not have been tendered for exchange shall represent only the right to receive a certificate representing the number of equity interests shares of said such corporation(s) as provided in the terms of such exchange. In connection with any such reorganization or exchange as provided above, each Member of a particular class shall receive the exchange, (c) same form of securities and the merger same amount of securities per Unit of such class as such Member would have received pursuant to Section 4.4 upon a complete liquidation of the Company with and into if any holders of a corporation class of Units are given an option as a result to the form and amount of which the Holders receive as merger consideration equity interests securities to be received, each holder of such corporationclass of Units shall be given the same option. The Company shall pay any and all organizational, legal and accounting expenses and filing fees incurred in connection with such incorporation transaction, including any fees related to a filing under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, if applicable. It is the surviving entity to the merger, which merger shall not be required to be approved by the Members, (d) if the only assets intent of the Company consist of cash and stock of a corporation, dissolve the Company and distribute such cash and shares of stock to the Holders, or (e) Members that the conversion of the Company to a corporation into corporate form and the conversion or other entity pursuant to applicable law, which conversion shall not be required to be approved by Members; provided that the organizational documents reorganization of any such new corporation of the Company’s operating divisions, whether currently existing or entityexisting in the future, its equity interests and/or a shareholdersinto corporate form are part of the Members’ or other agreement, as appropriate, will in all material respects reflect and be consistent with the terms and provisions applicable to each Holder’s ownership of Units immediately prior to such transaction; provided further, that each Holder is, as a result of such transaction, in substantially the same ownership position original investment decision with respect to the Company Units of the Members. In connection with any such reorganization or change, no Member shall have the right or power to veto, vote for or against, amend, modify or delay any such reorganization, conversion or exchange. Further, each Member shall execute and deliver any documents and instruments and perform any additional acts that may be necessary or appropriate, as determined by the Management Committee, to effectuate and perform any such reorganization or change (including in the case of any Management Member, executing an agreement with the successor entity providing for the continued vesting of, and repurchase rights respecting, any equity securities issued in respect of unvested Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth in any Management Unit Subscription Agreement or its successor) similar agreement, as it was in immediately prior to the case may be). In connection with any such transaction. Each Holder will take all reasonable actions reorganization or change in connection with an initial public offering, the consummation Management Committee may cause the Class H Units to be converted into or exchanged for options of such conversion as requested by equivalent value that preserve the Boardeconomics and vesting terms of the Class H Units (based on the Multiple of Investment).