Common use of Conversion of Associated Clause in Contracts

Conversion of Associated. If, prior to the Closing, Associated shall be reorganized as, or converted or merged into, an entity taxed as a corporation for federal income tax purposes, then Associated shall promptly (and in any event not less than ten (10) days prior to the Closing) notify Contributor thereof. If Associated has been reorganized as, or converted or merged into, an entity taxed as a corporation for federal income tax purposes, then at Contributor's sole option, exercisable by written notice to Associated not less than ten (10) days prior to the Closing, the Contribution contemplated by this Agreement shall be restructured as a merger of FirstMark with and into Associated or, at Associated's option, a wholly owned subsidiary of Associated, pursuant to which the Stock shall be converted into the right to receive the consideration contemplated by this Section 3. If Contributor exercises its option under this paragraph (d), each of Contributor, FirstMark and Associated shall take all actions necessary to effect the transactions contemplated by this Agreement as a merger in lieu of the Contribution.

Conversion of Associated. If, prior to the Closing, Associated shall be reorganized as, or converted or merged into, an entity taxed as a corporation for federal income tax purposes, then Associated shall promptly (and in any event not less than ten (10) days prior to the Closing) notify Contributor thereof. If Associated has been reorganized as, or converted or merged into, an entity taxed as a corporation for federal income tax purposes, then at Contributor's sole option, exercisable by written notice to Associated not less than ten (10) days prior to the Closing, the Contribution contemplated by this Agreement shall be restructured as a merger of FirstMark with and into Associated or, at Associated's option, a wholly owned subsidiary of Associated, pursuant to which the Stock shall be converted into the right to receive the consideration contemplated by this Section 3. If Contributor exercises its option under this paragraph (d), each of Contributor, FirstMark and Associated shall take all actions necessary to effect the transactions 13 contemplated by this Agreement as a merger in lieu of the Contribution.