Conversion of the Company. Prior to the date of this Agreement, the Seller has caused the Company to be converted into a Delaware limited liability company in accordance with Delaware law, with all related documents and instruments to be in form and substance mutually satisfactory to the Seller and the Buyer in their respective reasonable judgments. Following the effectiveness of the conversion of the Company into a limited liability company and thereafter, neither the Seller nor any of its Affiliates has made or will make an election or take any action resulting in the Company being treated as anything other than an entity disregarded from its owner for United States federal and state income Tax purposes, and the Seller and its Affiliates will file all income Tax Returns in a manner consistent with such disregarded entity status. The parties agree that for United States federal and state income Tax purposes the purchase of the interests in a disregarded entity will be treated as a purchase of the assets of the Company.
Conversion of the Company. Notwithstanding any provision of this Agreement to the contrary, the Company agrees that, prior to the Effective Time of the Merger, it shall take the actions necessary to be converted into, or otherwise become by merger or otherwise (collectively "conversion"), a new single member limited liability company organized under the Delaware Limited Liability Company Act. Notwithstanding references in this agreement to the Company as a corporation and having attributes associated therewith, at the Effective Time of the Merger, the Parties hereby acknowledge and agree that the Company shall be in the form of a Delaware limited liability company and that all references to the Company herein with terms associated with a corporation (i.e. shares, shareholders, etc.) shall be deemed to reference the corresponding term with respect to a limited liability company (i.e. membership interests, members, etc.), provided that the Merger Consideration shall be neither decreased nor increased as a result of the operation of this paragraph.
Conversion of the Company. Common Stock in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:
Conversion of the Company. Upon the determination of the Board that it is necessary or advisable, the Company may be re-organized into a corporation. The Company shall carry on the business of the Company in a substantially identical form. Upon the effectiveness of such reorganization, and without the payment of any additional consideration, each Member shall receive, on a pro rata basis based on their respective ownership of Units, such number and kind of shares of preferred and/or common stock, voting and/or non-voting, such that their voting and economic rights with respect to the capital stock of the successor corporation shall be as nearly identical as is practicable to their Units in the Company immediately prior to the effectiveness of such reorganization.
Conversion of the Company. Common Stock. Each share of the Company's Common Stock, no par value (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and no Parent Common Stock or other consideration shall be delivered in exchange therefor.
Conversion of the Company. Prior to the Closing Date, the Company will convert into a public company with limited liability under Dutch law (naamloze vennootschap) and amend its articles of association by execution of a notarial deed substantially in the form as the Deed of Conversion and Amendment of Articles of Association, as referred to in and filed as an exhibit to the Registration Statement, and the Company will provide the Representatives with an executed copy of such deed.
Conversion of the Company. The Members acknowledge that for purposes of Rule 144(d) of the Securities Act, upon an Initial Public Offering or any other conversion of the Company into a C Corporation (any such resulting C Corporation, the "RESULTING CORPORATION"), securities of the Resulting Corporation issued to any Member in exchange for such Member's Membership Interest shall be deemed to have been issued to such Member on the date on which such Member acquired its Membership Interest.
Conversion of the Company. In connection with any proposed Initial Public Offering approved by the Board of Directors (including an Initial Public Offering initiated by the Fernweh Members pursuant to Section 10.10), the Board of Directors may, in its sole discretion (and without the approval or consent of, or any other action by, any Member (subject to Section 5.13)), (i) amend this Agreement or the Certificate of Formation, or take any other action it deems appropriate, to provide for a conversion of the Company in accordance with the Laws of Delaware to a corporation or such other entity as the Board of Directors may determine, using such means as the Board of Directors may select, including by requiring a transfer of Members’ Units to a new entity in a contribution or by merger, (ii) distribute shares of any Subsidiary of the Company to the Members, (iii) form a subsidiary holding corporation and distribute its shares to the Members, (iv) relocate the jurisdiction of organization of the Company or any successor to another jurisdiction to facilitate any of the foregoing, or (v) take such other steps as it deems reasonably necessary to create a suitable vehicle for purposes of conducting an Initial Public Offering and becoming a public entity, in each such case in accordance with the Securities Act and applicable Law (the resulting entity identified in clauses (i) — (v), the “Successor Corporation” and, such reorganization or other transactions, a “Conversion”); provided, in each such case the Board of Directors shall effect the Conversion in such a manner as fairly represents the relative economics, governance and other rights of the Members and Units provided in this Agreement.
Conversion of the Company. Prior to the Closing Date, the Company shall have completed its conversion from a limited liability company (sociedade empresaria limitada) to a corporation (sociedade anonima/stock corporation).
Conversion of the Company. SHARES --------------------------------
