Common use of Conversion to Corporation Clause in Contracts

Conversion to Corporation. Section 14.1. Conversion to C Corporation. Subject to Sections 14.2 and 14.3, the Members acknowledge that the Board may, in furtherance of an initial Public Offering (including as part of a transaction between the Company and a Person that is required to be registered under the Securities Act pursuant to which the Members will receive as consideration any equity securities of such other Person or any of its Subsidiaries (or the right to convert any Units into any equity securities of such other Person or any of its Subsidiaries), based upon tax, market and such other conditions as the Board shall deem appropriate at the time, (i) cause the Company to convert into a corporate form or otherwise undergo a recapitalization effected by means of a merger or otherwise, to the extent practicable, in a tax-free manner; (ii) require or effect a Transfer of all of the Units, or assets of the Company, to a corporation to be formed for the purpose of conducting the business of the Company, and in connection with such Transfer cause all the Units of the Company to be converted into or exchanged for shares of capital stock of such corporation and, if necessary or advisable, to cause the Company to dissolve; and/or (iii) create an “UPCO” structure by causing the formation of an UPCO, (A) having UPCO use some or all of the proceeds of an initial Public Offering to purchase some or all Units and/or (B) causing some or all of the outstanding Units to be convertible into, or exchangeable for, common stock of UPCO. Prior to effecting any of the foregoing transactions, the Board shall consult with the Investors regarding their tax and structuring considerations relating to any such transactions and shall use reasonable efforts acting in good faith to address such tax and structuring considerations in effecting any such transaction (to the extent that such considerations are consistent with Sections 14.2 and 14.3). By accepting its Units in the Company, each Member hereby consents to, and agrees to cooperate fully with, any such actions and/or decisions by the Board made in accordance with this Section 14.1. Without limiting the generality of the foregoing, but subject to the preceding provisions of this Section 14.1, each Member hereby agrees to take all actions that the Board reasonably deems necessary or desirable in connection with the foregoing, including executing any necessary or appropriate documents or forms, consenting to amendments to this Agreement to implement the foregoing and converting or exchanging its Units into shares of stock, other classes of Units or other property.