Common use of Formation; Continuation Clause in Contracts

Formation; Continuation. The Company was originally incorporated on July 28, 1987 as a Delaware corporation and will be converted to a Delaware limited liability company on the Closing Date by the simultaneous filing of a Certificate of Formation and a Certificate of Conversion to Limited Liability Company (each in the form attached hereto as Annex A and B, respectively) with the Secretary of State of the State of Delaware pursuant to the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, each as amended from time to time (the “DGCL” and the “Delaware Act”, respectively) (the “Conversion”). Following the Conversion, the Managing Member hereby adopts and ratifies the Certificate of Formation, as amended, and all acts taken by the sole organizer in connection therewith. The Managing Member agrees to continue the Company as a limited liability company under the Delaware Act, upon the terms and subject to the conditions set forth in this Agreement, as amended from time to time.