Authority to Restructure Clause Samples

Authority to Restructure. The Company, upon the approval of the Board and the Class A-1 Members holding a majority of the Class A-1 Units, may effect an Internal Restructure on any such terms as the Board and such Class A-1 Members in good ▇▇▇▇▇ ▇▇▇▇▇ advisable; provided, however, that the Board shall to the extent feasible effect any Internal Restructure in a manner which avoids creation of taxable income for the Company or any Member, and each Member (and if applicable, the stockholders, members, partners, trustees or other equity owners of an entity or trust Member, as applicable) is treated equitably and incurs no personal liability with respect to that Internal Restructure and the rights of any Member shall not be disproportionately affected by such Internal Restructure without the consent of that Member. Each Member agrees that it will consent to and raise no objections to any such Internal Restructure, in accordance with this Section 6.6, that has been approved by the Board. Each Member hereby agrees that it will execute and deliver, at the Company’s expense, all agreements, instruments and documents as are required, in the good faith reasonable judgment of the Board (and not in conflict with this Section 6.6) to be executed by that Member in order to consummate the Internal Restructure while continuing in effect, to the extent consistent with that Internal Restructure, the terms and provisions of this Agreement, including, without limitation, relative equity ownership percentages among the holders of a Class of Units, relative pro rata distribution rights among the holders of a Class of Units, pre-emptive rights (except in connection with a Public Offering), those provisions granting the Board authority to manage the affairs of the Company, and granting certain Persons the right to nominate and cause the election of Managers, governing Transfers of Units or other equity securities and indemnification. It is the intent of the Members that an Internal Restructure is part of their investment decision with respect to Units of the Company. The Company and the Board shall attempt to structure the Internal Restructure in the most tax efficient manner possible in order to minimize any tax consequences on the Members; however, the Members acknowledge and agree that an Internal Restructure may have adverse tax consequences.