Common use of Formation, etc Clause in Contracts

Formation, etc. Effective as of the Conversion, (i) the Certificate of Incorporation of the Predecessor Corporation and the By-Laws of the Predecessor Corporation, each in effect on the date hereof, are replaced and superseded in their entirety by this Agreement in respect of all periods beginning on or after the Conversion, (ii) the sole stockholder of the Predecessor Corporation immediately prior to the Conversion is automatically admitted to the Company as the Member of the Company upon its execution of this Agreement, (iii) all of the shares of stock in the Predecessor Corporation issued and outstanding immediately prior to the Conversion are converted to all the limited liability company interests in the Company, (iv) the sole stockholder of the Predecessor Corporation immediately prior to the Conversion is the owner of all the limited liability company interests in the Company, and (v) all certificates evidencing shares of capital stock in the Predecessor Corporation issued by the Predecessor Corporation and outstanding immediately prior to the Conversion shall be surrendered to the Company and shall be canceled on the books and records of the Predecessor Corporation. The rights, duties and liabilities of the Member and the Board of Managers shall be determined pursuant to the Act and this Agreement. To the extent that such rights, duties or obligations are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.