Corporate Conversion. (a) Upon the execution of this Agreement, it is the express intention and understanding of the existing Members and those Persons who became Members at the time of the execution of this Agreement that upon the occurrence of certain events the Company shall be converted into a corporation in the manner set forth herein by the action of the Board and without the necessity of any action or any investment decision on the part of any Member.
Corporate Conversion. The Corporate Conversion has been consummated (i) in accordance with the applicable provisions of Delaware law and (ii) as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus under the heading “Corporate Conversion.”
Corporate Conversion. (i) In connection with any IPO or Qualified Spinoff, the Ryman Member (or, in the case of an IPO, the Determining Member) shall have the power to cause the Company, at the Company’s expense, to effect the conversion of the Company into a corporation or other form of entity or to create a new holding company structure with respect to the Company and its Subsidiaries; provided that such conversion shall be made in such manner as the Ryman Member (or, in the case of an IPO, the Determining Member) deems appropriate and efficient (including in terms of tax treatment, which conversion shall, unless otherwise agreed by the Ryman Member and the Investor Member, be tax-free to each of the Ryman Member and the Investor Member for U.S. federal income tax purposes) including by way of conversion, merger, recapitalization or asset and liability transfer (the “Corporate Conversion”). In connection with a Corporate Conversion, the Board may require that each Holder transfer to the Company, any of its Subsidiaries or any other entity or entities created pursuant to the Corporate Conversion (collectively, the “New Company”) any or all of such Holder’s Membership Interest. The terms of any stockholders agreement to be entered into among the New Company and the Holders in connection with a Corporate Conversion shall, to the extent practicable and permitted by applicable Law, rule, regulation or historical standard or unless otherwise agreed by the Ryman Member and the Investor Member, replicate the provisions of this Agreement.
Corporate Conversion. (a) In the event that the Company determines to consummate a QPO, the Board shall have the power and authority, without any vote or consent of the Unitholders, to incorporate the Company or take such other action as it may deem advisable, including, without limitation, (i) dissolving the Company, creating one or more subsidiaries of the newly formed corporation and transferring to such subsidiaries any or all of the assets of the Company (including by merger) or (ii) causing the Unitholders to exchange their Units for common shares of the newly-formed corporation. Any shares created or received in connection with such transaction are referred to as "Conversion Shares". In connection with any such transaction, (A) each Unit shall automatically be converted into Conversion Shares in the manner set forth in Section 5.15(b) and (B) such Conversion Shares shall have the same economic interest and other rights and obligations in such corporation or its subsidiaries as the converted Units had with respect to the Company subject to any modifications (as determined by
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Corporate Conversion. 8.3.1 It is the intent of the Members that in the event the Board determines to cause XX.xxx or another Subsidiary of the Company to pursue a public offering of equity securities which is expected to constitute an IPO (the "Converting Subsidiary"), the Converting Subsidiary will be reorganized as a corporation incorporated under the laws of the State of Delaware in accordance with the provisions of this Paragraph 8.3. The Members acknowledge that there is no specific date by which the Company anticipates causing XX.xxx or another Subsidiary of the Company to consummate a Corporate Conversion (as defined below) and/or an IPO.
Corporate Conversion. For purpose of achieving a Qualified IPO, after the Completion of the Capital Increase, the Company shall be converted into a company limited by shares at such time as the Company deems appropriate (“Corporate Conversion”). According to the adjustment of the Company’s business and shareholding structure, the Company may reduce its registered capital according to law prior to or during the process of the Corporate Conversion. The Investors agree to cooperate with the Company to take all necessary and reasonable actions, including without limitation voting in favor of the relevant resolutions (if necessary) in the relevant decision-making process of the Company, executing necessary documents and giving cooperation in completing the necessary registration procedures, to effect the reduction of the Company’s registered capital.
Corporate Conversion. Notwithstanding any other term of this Agreement, the General Partner may at any time, or from time to time, determine, in its sole discretion, to (i) effect a public offering registered under the Securities Act of 1933 (a “Public Offering”) of the equity of the Partnership or (ii) require or effect a transfer of all or a portion of the interests in, or assets of, the Partnership to a corporation to be formed for the purpose of conducting the business of the Partnership and for effecting a Public Offering of all or a portion of the equity of such corporation; provided, however, that each Partner shall be provided the opportunity the initial Public Offering to sell its interests (or portion thereof), ratably and equitably amongst the Partners in the event the General Partner determines less than all of the equity in such corporation shall be sold in the Public Offering. In the event of such a determination by the General Partner, the Partners shall execute a shareholders agreement consistent with the control, transfer and other applicable provisions of this Agreement, or such other less burdensome terms as the General Partner, in its sole discretion, may provide. The General Partner shall give written notice (the “Public Offering Notice”) of the transaction to the Partners enclosing with such Public Offering Notice copies of all documents required to be signed by the Partners and a description of the form of the transaction. Within a reasonable time after receipt by the Partners of such Public Offering Notice (but in no event exceeding ten (10) days), each Partner shall comply with the instructions in the Public Offering Notice. In the event that a Partner fails to comply with the General Partner’s instructions, as set forth in the Public Offering Notice, the General Partner may execute any and all documents and effect any and all transfers of interests in the Partnership on behalf of each non-complying Partner, as the General Partner, in its sole discretion, deems appropriate to effect the foregoing. Accordingly, each Partner hereby grants to the General Partner its power of attorney, which is deemed coupled with an interest and irrevocable, for the purpose of executing any and all documents necessary to effect the transactions contemplated by this Section 4.9, including the above-referenced shareholders agreement, assignment or exchange of their interests as Partners.
Corporate Conversion. On or prior to the [First Closing Date], Polymer Holdings LLC shall have been converted into a corporation organized under the laws of Delaware, pursuant to the Delaware limited liability company act section 18-216 and the Delaware General Corporation Law section 265. The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise.
Corporate Conversion. In the event that the Company undergoes a Corporate Conversion, the Company shall cause NewCo to grant the Investors the rights granted to the Investors hereunder on terms at least as favorable as to the Investors as provided herein. In such event, all references to the Company shall also include NewCo.
