Common use of Conversion to Corporate Form Clause in Contracts

Conversion to Corporate Form. Subject to Section 7.6(e), the Board (with the prior written consent of QIC and FBG) shall have the power and authority to convert the Company into a corporation or to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBG) may take such other action as it may deem advisable in connection therewith, including (a) creating one or more Subsidiaries of the newly formed corporation, transferring to such Subsidiaries any or all of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporation. In connection with any such transaction, the Members shall receive, in exchange for their respective Units, shares of common stock or preferred stock of such corporation or its Subsidiaries having the same governance rights and minority protections and substantially the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreement, subject to any modifications required as a result of the conversion to corporate form. At the time of such transaction, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreement, (b) an agreement to vote all shares of capital stock held by them to elect persons designated by the Board (with the consent of QIC and FBG) as the directors of the new corporation on terms consistent with Article VII and (iii) QIC to be merged into, combined with, or contributed to the newly formed corporation (without discount) in a non-taxable transaction and QIC’s owner shall be entitled to the same consideration as it would have been entitled if it had exchanged the applicable Units in such transaction.

Conversion to Corporate Form. Subject (a) In the event that the Board of Managers shall determine, subject to Section 7.6(e)6.3, that the business of the LLC should be conducted in the form of a corporation rather than a limited liability company so that an Initial Public Offering can occur, the Board (with the prior written consent of QIC and FBG) Managers shall have the power and authority power, subject to convert Section 6.3, to incorporate the Company into a corporation LLC or to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBG) may take such other action as it may deem advisable in connection therewithlight of such changed conditions, including (a) including, without limitation, creating one or more Subsidiaries subsidiaries of the newly formed corporation, transferring LLC and contributing to such Subsidiaries subsidiaries any or all of the assets and liabilities of such Person (including by merger) the LLC and dissolving such Person, or (b) causing distributing the Members to exchange their Units for capital stock of such subsidiary or subsidiaries pro rata to the newly formed corporationMembers. In connection with any such transactionincorporation of the LLC, the Members shall receive, in exchange for their respective Interests and related Units, shares of common stock or preferred capital stock of such corporation or its Subsidiaries subsidiaries having the same governance rights and minority protections and substantially the same relative economic interest in such corporation or its Subsidiaries subsidiaries as is set forth in this AgreementAgreement as among the holders of Interests in such LLC, subject in each case to any modifications required to the provisions of Section 6.1 to conform to the provisions relating to actions of shareholders and a board of directors set forth in the Delaware General Corporation Law, and which shares of capital stock will be subject to the NBC Option and NBC Call as a result of the conversion to corporate formprovided in Sections 7.3 and 7.4 hereof. At the time of such transactionconversion, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ mutually acceptable shareholders agreement providing for (ai) rights of approval over actions by the board of directors substantially equivalent to the rights of approval over actions of the Managers set forth in Sections 6.1, 6.2 and 6.3 hereof and (ii) restrictions on transfer and rights with respect to the NBC Option, NBC Call, sale in the event of exercise of a CNET Veto, right of first refusal, tag-along and drag-along rights set forth in Sections 7.1 through 7.8 hereof; provided that such restrictions on Transfer comparable shall not apply to those contained sales in this Agreement, (b) an agreement broadly disseminated public offerings subject to vote all shares of capital stock held by them to elect persons designated by the Board (with the consent of QIC and FBG) as the directors of the new corporation on terms consistent with Article VII and (iii) QIC to be merged into, combined with, or contributed registration rights pursuant to the newly formed corporation (without discountregistration rights agreement referred to in Section 7.9(b) in a non-taxable transaction and QIC’s owner shall be entitled to the same consideration as it would have been entitled if it had exchanged the applicable Units in such transactionhereof.

Conversion to Corporate Form. Subject In the event that the General Partner determines in its sole discretion to Section 7.6(eeither (i) convert the Partnership into corporate form (by means of a conversion or a merger into a corporate entity) or (ii) create a new corporate holding company to which each Limited Partner of the Partnership and each stockholder of the General Partner would contribute their interests in such entities for capital stock or other securities of such new holding company (each, an "APPROVED CORPORATE CONVERSION"), the Board (with the prior written consent of QIC each Partner hereby consents to such Approved Corporate Conversion and FBG) shall have the power and authority to convert the Company into a corporation or to mergeagrees that it will, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with such Approved Corporate Conversion, consent to and take all actions and raise no objections against the implementation of an “up-C” or similar structure, Approved Corporate Conversion and the Board (with the consent of QIC and FBG) may take such other action as it may deem advisable transactions to be taken in connection therewith, including with respect to any exchange or conversion of such Partner's Units or such Partner's interests in the General Partner (a) creating one "GP INTERESTS"). Each Partner shall take all necessary or more Subsidiaries desirable actions in connection with the consummation of the newly formed corporation, transferring Approved Corporate Conversion in the manner and form approved and determined by the General Partner in its sole discretion. The obligations of each Partner hereunder with respect to such Subsidiaries any or all the Approved Corporate Conversion is subject to the satisfaction of the assets of such Person following conditions: (including by mergeri) and dissolving such Personthe General Partner shall have used commercially reasonable efforts to provide that, or (b) causing upon the Members to exchange their Units for capital stock consummation of the newly formed corporation. In connection with any such transactionApproved Corporate Conversion, the Members each Partner shall receive, receive in exchange for their respective such Partner's Units, shares securities of common stock the corporate entity into which the Partnership is being converted (or preferred stock of interests in a partnership or limited liability company which holds such corporation or its Subsidiaries having the same governance rights and minority protections and corporate securities) with substantially the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreementrights, subject to any modifications required privileges and preferences (taken as a result whole) as such Partner's Units or GP Interests have in the Partnership or General Partner respectively; (ii) if any Partners holding a class or type of Units or GP Interests are given an option as to the conversion form and amount of securities to corporate form. At the time of be received in exchange for such transactionPartner's Units or GP Interests, the Members shallas applicable, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreement, (b) an agreement to vote all shares of capital stock held by them to elect persons designated by the Board (connection with the consent Approved Corporate Conversion and the transactions being consummated in connection therewith, each Partner holding such class or type of QIC and FBG) Units and/or GP Interests, as applicable, shall be given the directors of the new corporation on terms consistent with Article VII same option; and (iii) QIC each holder of then currently exercisable rights to acquire Units or GP Interests shall be given an opportunity to exercise such rights prior to the consummation of the Approved Corporate Conversion and to be merged intotreated in the Approved Corporate Conversion as holders of such Units or GP Interests, combined with, or contributed to the newly formed corporation (without discount) in a non-taxable transaction and QIC’s owner shall be entitled to the same consideration as it would have been entitled if it had exchanged the applicable Units in such transactionapplicable.

Conversion to Corporate Form. Subject to Section 7.6(e), If the Board (with determines that it is desirable or helpful for the prior written consent business of QIC and FBG) the Company to be conducted in a corporate, rather than in a limited liability company, form, then the Board shall have the power and authority to incorporate the Company, convert the Company into to a corporation or to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBG) may take such other action as it the Board may deem advisable in connection therewithlight of such changed conditions, including (a) dissolving the Company, (b) creating one or more Subsidiaries of the newly newly-formed corporation, (c) transferring to such Subsidiaries any or all of the property and assets of the Company, (d) merging the Company with another entity, and/or (e) entering into such Person shareholders’ agreements, lock-up agreements, registration rights agreements and similar agreements as may be reasonably required to effect the intent of this Agreement (including by merger) a “Corporate Conversion”). The Board and dissolving such Person, or (b) causing the Company shall use commercially reasonable efforts to have any Corporate Conversion be tax-free to the Members (apart from ownership of a corporation as opposed to exchange their Units a partnership for capital stock of the newly formed corporationtax purposes). In connection with any such transactionCorporate Conversion, the Members shall receive, in exchange for their respective UnitsInterests, shares of common stock or preferred capital stock of such corporation or its Subsidiaries having the same governance rights and minority protections and substantially the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreement, as among the holders of Interests, subject in each case to (i) any modifications required solely as a result of the conversion to corporate formform and (ii) any modifications to conform to the provisions relating to actions of shareholders and a board of directors set forth in the jurisdiction of incorporation. At the time of such transactionconversion, all of the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholdersshareholders’ agreement providing for (a) such substantially equivalent powers, restrictions on Transfer comparable and other provisions to those contained set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, (b) an agreement to vote all shares of capital stock held by them to elect persons designated no such Corporate Conversion shall be undertaken by the Board (with Company without the prior written consent of QIC and FBG) as the directors of the new corporation on terms consistent any Member with Article VII and (iii) QIC respect to be merged into, combined with, or contributed to the newly formed corporation (without discount) which such action shall result in a non-taxable transaction and QIC’s owner shall be entitled de-minimis adverse tax consequences to the same consideration as it would have been entitled if it had exchanged the applicable Units in such transactionMember.

Conversion to Corporate Form. Subject to Section 7.6(e)The Board and Sponsor may approve, the Board (with the prior written consent of QIC and FBG) upon such approval each Manager shall have the power approve and authority to convert cause the Company into to effect pursuant to this Section 10.8, an initial Public Offering or process that could result in or lead to an initial Public Offering (an “Approved IPO”). In the event of an initial Public Offering, each Member (including in such Person’s capacity as a corporation Manager or by causing any Manager appointed by it to) consents to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation such Public Offering and shall raise no objections against and each Member shall take all reasonable actions in connection with the implementation consummation of an “up-C” or similar structure, and such initial Public Offering as requested by the Board and Sponsor. In connection with an initial Public Offering, the Board and Sponsor may either (with i) cause the consent Company to contribute all or substantially all of QIC and FBGits assets to a corporation in a transaction qualified under Code Section 351(a), (ii) may take such other action elect to have all Members contribute their Units to a corporation, in a transaction qualifying under Code Section 351(a), as it may deem advisable in connection therewith, including (a) creating one or more Subsidiaries long as the Fair Market Value of the newly formed corporationshares of the corporation received by all Members is equal to the Fair Market Value of the Units Transferred, transferring (iii) cause the Company to such Subsidiaries any distribute some or all of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporation. In connection with any such transaction, the Members shall receive, in exchange for their respective Units, shares of common stock or preferred stock of such corporation or its Subsidiaries having the same governance rights and minority protections and substantially the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreement, subject to any modifications required as a result of the conversion to corporate form. At the time of such transaction, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreement, (b) an agreement to vote all shares of capital stock held by them of one or more Company Subsidiaries to elect persons designated the Members, (iv) cause the Company to Transfer its assets, liabilities and operations to a corporation in exchange for any combination of cash, debt or capital stock in such corporation, (v) cause a corporation to be admitted as a Member, with such corporation purchasing interests in the Company from the Company or Members (as determined by the Board (with the consent of QIC and FBGthe Sponsor)) as with the directors proceeds of a Public Offering of the new corporation on terms consistent corporation’s stock; or (vi) otherwise cause the Company to convert into a corporation, by way of merger, consolidation, tax election or otherwise. Notwithstanding any other provision in this Agreement to the contrary, in an Approved IPO, each Member (whether in such Person’s capacity as a Manager, Member, including by causing any Manager appointed by such Person to) consents to such actions and shall raise no objections against and each Member shall, at the request of the Board (with Article VII consent of the Sponsor), take all actions necessary or desirable to effect such actions (including whether by conversion to a subchapter C corporation, merger, admittance of a Member in connection with clause (v) above, recapitalization or reorganization, sale of securities or otherwise), giving effect to the same economic, voting and corporate governance provisions contained herein (a “Corporate Conversion”). In connection with such Corporate Conversion, to the extent applicable, (x) this Section 10.8 to apply mutatis mutandis to any successor to the Company in connection with the sale to the public of any equity of such entity as described in this Section 10.8 and (iiiy) QIC to be merged into, combined with, or contributed to the newly formed corporation (without discount) in a non-taxable transaction each holder of Class A Common Units and QIC’s owner shall Class B Common Units will be entitled to receive a percentage of the same consideration as it shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such Member would have been entitled if it received of the total amount distributed to all Members had exchanged the applicable Units Company liquidated and distributed such common stock in accordance with Article XI on the day of the Corporate Conversion. In connection with such transactionCorporate Conversion, each Member hereby agrees to enter into a securityholders agreement with the corporate successor and each other Member which contains restrictions on the Transfer of such capital stock and other provisions (including with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including in Article VI and Article X).

Conversion to Corporate Form. Subject If, in accordance with the terms and provisions of the Investors Agreement, the Partnership is to Section 7.6(ebe converted into corporate form (an "APPROVED CORPORATE CONVERSION"), each Partner hereby consents to such Approved Corporate Conversion and agrees that it will, in connection with such Approved Corporate Conversion, consent to and take all actions and raise no objections against the Board (with the prior written consent Approved Corporate Conversion. Each holder of QIC and FBG) Units shall have the power and authority to convert the Company into a corporation take all necessary or to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation desirable actions in connection with the implementation consummation of an “up-C” or similar structurethe Approved Corporate Conversion. The obligations of the holders of Units hereunder with respect to the Approved Corporate Conversion are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Corporate Conversion, each holder of Units shall receive securities of the corporate entity into which the Partnership is being converted which, if such corporate entity were completely liquidated, would provide such holder with the same form of consideration and the Board same portion of consideration such holder would have received if the aggregate consideration had been distributed by the Partnership in complete liquidation pursuant to the rights and preferences set forth herein as in effect immediately prior to the Approved Corporate Conversion; (with ii) if any holders of a class or type of Units are given an option as to the consent form and amount of QIC and FBG) may take such other action as it may deem advisable in connection therewith, including (a) creating one or more Subsidiaries of the newly formed corporation, transferring securities to such Subsidiaries any or all of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporation. In connection with any such transaction, the Members shall receive, be received in exchange for their respective Unitssuch holder's Units in connection with the Approved Corporate Conversion, shares of common stock or preferred stock each holder of such corporation class or its Subsidiaries having type of Units shall be given the same governance rights and minority protections and substantially the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreement, subject to any modifications required as a result of the conversion to corporate form. At the time of such transaction, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreement, (b) an agreement to vote all shares of capital stock held by them to elect persons designated by the Board (with the consent of QIC and FBG) as the directors of the new corporation on terms consistent with Article VII option; and (iii) QIC each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Corporate Conversion and to be merged into, combined with, or contributed to treated in the newly formed corporation (without discount) in a non-taxable transaction and QIC’s owner shall be entitled to the same consideration Approved Corporate Conversion as it would have been entitled if it had exchanged the applicable Units in holders of such transactionUnits.