Common use of Conversion and Formation Clause in Contracts

Conversion and Formation. (a) Effective as of the time of the Conversion, (i) the LLC Agreement and all other existing organizational documents of VMU LLC are replaced and superseded in their entirety by this Agreement and the Certificate in respect of all periods beginning on or after the Conversion, (ii) VMU GP I, LLC is hereby admitted as a general partner of the Partnership, and Virgin Mobile USA, Inc., Bluebottle USA Holdings L.P. and Sprint Ventures, Inc. are hereby admitted as limited partners of the Partnership, (iii) all of the limited liability company interests in VMU LLC issued and outstanding immediately prior to the Conversion are converted to Common Units in the Partnership and each of the Partners has the Common Units set forth opposite its name on Schedule I hereto, and has a capital account with the Partnership equivalent to the capital account that it had with VMU LLC, (iv) the Partners continue the business of VMU LLC without dissolution in the form of a Delaware limited partnership governed by this Agreement, and (v) in accordance with Section 17-217(g) of the Act, for all purposes of the laws of the State of Delaware, the Partnership shall be deemed to be the same entity as VMU LLC and for all applicable tax purposes the Partnership is a continuation of VMU LLC.

Conversion and Formation. (a) Effective as of the time of the Conversion, (i) the LLC Agreement and all other existing organizational documents of VMU LLC are were replaced and superseded in their entirety by this the Original Agreement and the Certificate in respect of all periods beginning on or after the Conversion, (ii) VMU GP I, LLC is hereby was admitted as a general partner of the Partnership, and Virgin Mobile USA, Inc.the Ultimate Parent, Bluebottle USA Holdings L.P. and Sprint Ventures, Inc. are hereby were admitted as limited partners of the Partnership, (iii) all of the limited liability company interests in VMU LLC issued and outstanding immediately prior to the Conversion are were converted to Common Units in the Partnership and each of the Partners has had the Common Units set forth opposite its name on Schedule I heretoto the Original Agreement, and has had a capital account with the Partnership equivalent to the capital account that it had with VMU LLC, (iv) the Partners agreed to continue the business of VMU LLC without dissolution in the form of a Delaware limited partnership governed by this Agreement, and (v) in accordance with Section 17-217(g) of the Act, for all purposes of the laws of the State of Delaware, the Partnership shall be deemed to be the same entity as VMU LLC and for all applicable tax purposes the Partnership is a continuation of VMU LLC.