Common use of Corporate Conversion Clause in Contracts

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. (b) Upon the determination by the Board, the Managing Member shall cause a Corporate Conversion by merger into another corporation or otherwise, and in connection therewith cause the conversion of the Interests into the capital stock of any resulting corporation having relative rights, limitations, preferences and other terms consistent with the Interests so converted. (c) The Members shall have no appraisal rights pursuant to the Act, applicable law or otherwise in connection with a Corporate Conversion or any other transaction authorized under this Agreement. (d) In connection with the consummation of a Corporate Conversion, the Board shall have the authority to merge, consolidate or reorganize one or more of the subsidiaries with one or more other subsidiaries or other entities wholly-owned directly or indirectly by the Company or the surviving corporation in the Corporate Conversion. (e) The board is specifically authorized to take any and all further action, and to execute, deliver and file any and all additional agreements, documents or instruments, as it may determine to be necessary or appropriate in order to effectuate the provisions of this Section 8.4, and each Member hereby agrees to execute, deliver and file any such agreements, documents or instruments or to take such action as may be reasonably requested by the Board for the purpose of effectuating the provisions of this Section 8.4.

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. (b) Upon the determination by the Board, the Managing Member shall cause a Corporate Conversion by merger into another corporation or otherwise, and in connection therewith cause the conversion of the Interests into the capital stock of any resulting corporation having relative rights, limitations, preferences and other terms consistent with the Interests so converted. (c) The Members shall have no appraisal rights pursuant to the Act, applicable law or otherwise in connection with a Corporate Conversion or any other transaction authorized under this Agreement. (d) In connection with the consummation of a Corporate Conversion, the Board shall have the authority to merge, consolidate or reorganize one or more of the subsidiaries with one or more other subsidiaries or other entities wholly-owned directly or indirectly by the Company or the surviving corporation in the Corporate Conversion. (e) The board Board is specifically authorized to take any and all further action, and to execute, deliver and file any and all additional agreements, documents or instruments, as it may determine to be necessary or appropriate in order to effectuate the provisions of this Section 8.4, and each Member hereby agrees to execute, deliver and file File any such agreements, documents or instruments or to take such action as may be reasonably requested by the Board for the purpose of effectuating the provisions of this Section 8.4.

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. (b) Upon the determination by the Super Majority Vote of the Board, the Managing Member Board shall cause a Corporate Conversion by merger into another corporation or otherwiseConversion, and in connection therewith cause the conversion of the Interests into the capital stock of any resulting corporation having relative rights, limitations, preferences and other terms consistent with the Interests so converted. (c) The Members shall have no appraisal rights pursuant to the Act, Act or applicable law or otherwise in connection with a Corporate Conversion or any other transaction authorized under this Agreement. (d) In connection with the consummation of a Corporate Conversion, the Board shall have the authority to merge, consolidate or reorganize one or more of the subsidiaries with one or more other subsidiaries or other entities wholly-owned directly or indirectly by the Company or the surviving corporation in the Corporate Conversion. (e) The board Board is specifically authorized to take any and all further action, and to execute, deliver and file any and all additional agreements, documents or instruments, as it may determine to be necessary or appropriate in order to effectuate the provisions of this Section 8.4, 8.2 and each Member hereby agrees to execute, deliver and file any such agreements, documents or instruments or to take such action as may be reasonably requested by the Board for the purpose of effectuating the provisions of this Section 8.48.2.