Corporate Conversions Sample Clauses

Corporate Conversions. Prior to the Closing, the Company shall cause all of its corporate Subsidiaries to become limited liability companies that will be disregarded for U.S. federal income tax purposes (the “Conversions”). The Company shall use reasonable efforts to have each Conversion effected in a manner that qualifies under Code Section 332. The Company shall adopt (and cause each converting Subsidiary to adopt) a plan of liquidation for purposes of Code Section 332, and shall comply with the record-keeping requirements of Treasury Regulation section 1.332-6.