Common use of The Conversion Clause in Contracts

The Conversion. (a) To effectuate the Conversion, following the Initial Recapitalization and prior to the Closing and Contribution, BCG shall execute a Plan of Conversion, in a form mutually agreeable to the Parties and in accordance with the terms attached hereto as Exhibit F (the “Plan of Conversion”), and will cause certificates of conversion satisfying the applicable requirements of the DLLCA and NRS to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with Section 17-219 of the Delaware Revised Uniform Partnership Act and the Secretary of State of the State of Nevada in accordance with Section 92A.195 of the NRS, and make all other filings or recordings required by the DLLCA and NRS in connection with the Conversion. At the Conversion Effective Time, on the terms and conditions set forth herein and in the Plan of Conversion, BCG shall convert into a Nevada corporation. (b) From and after the Conversion Effective Time, the Conversion shall have the effects set forth in this Agreement, the Plan of Conversion, the Certificates of Conversion, Section 17-219 of the Delaware Revised Uniform Partnership Act and Section 92A.250 of the NRS. Without limiting the generality of the foregoing, and subject thereto, at the Conversion Effective Time, all of the rights, privileges and powers of BCG, and all property, real, personal and mixed, and all debts due to BCG, as well as all other things and causes of action belonging to BCG, shall remain vested in the Company and shall be the property of the Company; and all debts, liabilities and duties of BCG shall remain attached to the Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as the Company. (c) At the Conversion Effective Time, by virtue of the Conversion, the Amended BCG Organizational Documents shall be amended and restated by an articles of incorporation (the “Company Charter”) and bylaws (the “Bylaws”, and together with the Company Charter, the “Company Organizational Documents”), which shall be in accordance with the terms set forth on Exhibit F and otherwise in a form approved by Avalon (such approval not to be unreasonably withheld, conditioned or delayed).

The Conversion. At the Conversion Effective Time (a) To effectuate the Conversion, following the Initial Recapitalization and prior to the Closing and Contribution, BCG shall execute a Plan of Conversion, in a form mutually agreeable to the Parties and in accordance with the terms attached hereto as Exhibit F (the “Plan of Conversion”defined below), and will cause certificates of conversion satisfying the applicable requirements AMGP shall be converted to a Delaware corporation to be named Antero Midstream Corporation (“AMGP Corp”) and, for all purposes of the DLLCA and NRS to be duly executed and filed with the Secretary of State Laws of the State of Delaware, the Conversion shall be deemed a continuation of the existence of AMGP in the form of a Delaware in accordance with corporation. The Conversion shall not require AMGP to wind up its affairs under Section 17-219 803 of the Delaware Revised Uniform Partnership Act DRULPA or to pay its liabilities and distribute its assets under Section 17-804 of the DRULPA, and the Secretary Conversion shall not constitute a dissolution of State of the State of Nevada in accordance with Section 92A.195 of the NRS, and make all other filings or recordings required by the DLLCA and NRS in connection with the ConversionAMGP. At the Conversion Effective Time, on the terms and conditions set forth herein and in the Plan of Conversion, BCG shall convert into a Nevada corporation. (b) From and after the Conversion Effective Time, the Conversion shall have the effects set forth in this Agreement, the Plan of Conversion, the Certificates of Conversion, Section 17-219 for all purposes of the Delaware Revised Uniform Partnership Act and Section 92A.250 Laws of the NRS. Without limiting the generality State of the foregoing, and subject thereto, at the Conversion Effective TimeDelaware, all of the rights, privileges and powers of BCGAMGP, and all property, real, personal and mixed, and all debts due to BCGAMGP, as well as all other things and causes of action belonging to BCGAMGP, shall remain vested in the Company AMGP Corp and shall be the property of AMGP Corp, and the Companytitle to any real property vested by deed or otherwise in AMGP shall not revert or be in any way impaired by reason of any provision of the DRULPA, the DGCL or otherwise; but all rights of creditors and all liens upon any property of AMGP shall be preserved unimpaired, and all debts, liabilities and duties of BCG AMGP shall remain attached to the CompanyAMGP Corp, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a corporation. The rights, privileges, powers and interests in property of AMGP, as well as the Company. (c) At the Conversion Effective Timedebts, by virtue liabilities and duties of AMGP, shall not be deemed, as a consequence of the Conversion, to have been transferred to AMGP Corp for any purpose of the Amended BCG Organizational Documents Laws of the State of Delaware or otherwise. As a consequence of the Conversion, in the event the AMLP GP Merger is consummated, AMGP Corp shall be amended and restated by an articles continue as the general partner of incorporation (the “Company Charter”) and bylaws (the “Bylaws”, and together with the Company Charter, the “Company Organizational Documents”), which shall be in accordance with the terms set forth on Exhibit F and otherwise in a form approved by Avalon (such approval not to be unreasonably withheld, conditioned AMLP without any further action of any person or delayed)entity.

The Conversion. (a) To effectuate Upon the Conversion, following the Initial Recapitalization terms and prior subject to the Closing and Contributionconditions of this Agreement, BCG at the Closing, the Company shall execute a Plan of Conversion, in a form mutually agreeable to the Parties and in accordance with the terms attached hereto as Exhibit F (the “Plan of Conversion”), and will cause certificates of conversion satisfying the applicable requirements of the DLLCA and NRS to be duly executed and filed with the Secretary of State of the State of Delaware (i) a certificate of conversion in the form of Exhibit A attached hereto (the “Certificate of Conversion”) providing for the Conversion, and (ii) a certificate of incorporation of NantHealth in the form of Exhibit B attached hereto (the “Certificate of Incorporation”). The Conversion shall become effective at the time of the filing of the Certificate of Conversion (and the Certificate of Conversion will specify that the Conversion shall be effective immediately upon its filing) as provided under the DGCL (the “Conversion Effective Time”). References to the Company from and after the Conversion Effective Time shall mean NantHealth. It is acknowledged and agreed that the Conversion shall be conducted in accordance with Section 17-219 Delaware Law and terms of that certain Ninth Amended and Restated Limited Liability Company Agreement of the Delaware Revised Uniform Partnership Act and Company, dated as of January 1, 2016 (as amended or otherwise modified from time to time, the Secretary of State of the State of Nevada in accordance with Section 92A.195 of the NRS, and make all other filings or recordings required by the DLLCA and NRS in connection with the Conversion. At the Conversion Effective Time, on the terms and conditions set forth herein and in the Plan of Conversion, BCG shall convert into a Nevada corporation“Company LLC Agreement”). (b) From and after the Conversion Effective Time, the The Conversion shall have the effects set forth in this Agreement, the Plan of Conversion, the Certificates of Conversion, Section 17-219 of the under Delaware Revised Uniform Partnership Act and Section 92A.250 of the NRSLaw. Without limiting the generality of the foregoing, and subject thereto, at the Conversion Effective Time, all of the properties, rights, privileges and powers of BCGthe Company shall vest in NantHealth, and all propertydebts, real, personal and mixedliabilities, and all debts due to BCG, as well as all other things and causes duties of action belonging to BCG, shall remain vested in the Company and shall be become the property of the Company; and all debts, liabilities and duties of BCG shall remain attached to the Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as the CompanyNantHealth. (c) At NantHealth shall be initially governed by the Certificate of Incorporation and the bylaws (in the form of Exhibit C attached hereto), in each case until thereafter amended in accordance with the provisions thereof and applicable Law. (d) Subject to applicable Law, (i) the members of the board of directors of the Company as of the Conversion Effective Time shall be the members of the board of directors of NantHealth and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company as of the Conversion Effective Time shall be the officers of NantHealth and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (e) All of the equity interests of the Company outstanding as of immediately prior to the Conversion Effective Time shall, as of the Conversion Effective Time, by virtue of the Conversion and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the Common Stock as specified in Section 2.1(f). All of such outstanding equity interests of the Company when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the Common Stock as specified in Section 2.1(f). (f) At the Conversion Effective Time, (i) each outstanding Unit (as defined in the Company LLC Agreement) of the Company immediately prior to the Conversion Effective Time shall, by reason of the Conversion, be converted into such number of shares of Common Stock of NantHealth as provided for in Section 8.7.2 in the Amended BCG Organizational Documents Company LLC Agreement; provided that the Series C Units (as defined in the Company LLC Agreement) shall be subject to vesting requirements commensurate with the vesting requirements applicable to the Series C Units prior to the Conversion and (ii) the Company’s Phantom Unit Plan will be amended pursuant to its terms to make necessary updates as a result of the Conversion. Upon issuance pursuant to the Conversion, all shares of Common Stock of NantHealth will be duly authorized, validly issued, fully paid and restated by an articles non-assessable. (g) As of incorporation (the “Conversion Effective Time, the Company Charter”) LLC Agreement shall be terminated and bylaws (the “Bylaws”of no further force and effect, and together with no party thereto shall have any further rights, duties or obligations pursuant to the Company CharterLLC Agreement, except that the following provisions of the Company LLC Agreement shall survive the Closing: with respect to any tax matters relating to tax periods of the Company ending on or prior to the Closing, Section 9.7. Notwithstanding the foregoing, the “termination of the Company Organizational Documents”), which LLC Agreement pursuant to this Section 2.1(g) shall be not relieve any party thereto from any liability arising in accordance connection with any breach by such party of the terms set forth on Exhibit F and otherwise in a form approved by Avalon (such approval not Company LLC Agreement prior to be unreasonably withheld, conditioned or delayed)Conversion Effective Time.

The Conversion. (a) To effectuate Upon the Conversion, following the Initial Recapitalization terms and prior subject to the Closing and Contributionconditions of this Agreement, BCG at the Closing, the Company shall execute a Plan of Conversion, in a form mutually agreeable to the Parties and in accordance with the terms attached hereto as Exhibit F (the “Plan of Conversion”), and will cause certificates of conversion satisfying the applicable requirements of the DLLCA and NRS to be duly executed and filed with the Secretary of State of the State of Delaware (i) a certificate of conversion in the form of Exhibit A attached hereto (the “Certificate of Conversion”) providing for the Conversion, and (ii) a certificate of incorporation of Gigamon in the form of Exhibit B attached hereto (the “Certificate of Incorporation”). The Conversion shall become effective at the time of the filing of the Certificate of Conversion (and the Certificate of Conversion will specify that the Conversion shall be effective immediately upon its filing) as provided under the DGCL (the “Conversion Effective Time”). References to the Company from and after the Conversion Effective Time shall mean Gigamon. It is acknowledged and agreed that the Conversion shall be conducted in accordance with Section 17-219 Delaware Law and terms of that certain Restated Limited Liability Company Agreement of the Delaware Revised Uniform Partnership Act and Company, dated as of January 20, 2010 (as amended or otherwise modified from time to time, the Secretary of State of the State of Nevada in accordance with Section 92A.195 of the NRS, and make all other filings or recordings required by the DLLCA and NRS in connection with the Conversion. At the Conversion Effective Time, on the terms and conditions set forth herein and in the Plan of Conversion, BCG shall convert into a Nevada corporation“Company LLC Agreement”). (b) From and after the Conversion Effective Time, the The Conversion shall have the effects set forth in this Agreement, the Plan of Conversion, the Certificates of Conversion, Section 17-219 of the under Delaware Revised Uniform Partnership Act and Section 92A.250 of the NRSLaw. Without limiting the generality of the foregoing, and subject thereto, at the Conversion Effective Time, all of the properties, rights, privileges and powers of BCGthe Company shall vest in Gigamon, and all propertydebts, real, personal and mixedliabilities, and all debts due to BCG, as well as all other things and causes duties of action belonging to BCG, shall remain vested in the Company and shall be become the property of the Company; and all debts, liabilities and duties of BCG Gigamon. For the avoidance of doubt, it is hereby acknowledged and agreed that the Conversion shall remain attached to not limit any rights and obligations of the parties under those certain Investor Rights Agreement, Drag-Along Voting Agreement and Right of First Refusal and Co-Sale Agreement, each dated as of January 20, 2010, by and among the Company, Systems, HCP, HSVII-B, HSVII-C, HEF and may be enforced against it to the same extent as if said debtsother parties thereto, liabilities and duties had originally been incurred or contracted by it in its capacity as the Company’s 2012 Unit Option Plan. (c) At Gigamon shall be initially governed by the Certificate of Incorporation and the bylaws (in the form of Exhibit C attached hereto), in each case until thereafter amended in accordance with the provisions thereof and applicable Law. (d) Subject to applicable Law, (i) the members of the board of managers of the Company as of the Conversion Effective Time shall be the members of the board of directors of Gigamon and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company as of the Conversion Effective Time shall be the officers of Gigamon and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (e) All of the equity interests of the Company outstanding as of immediately prior to the Conversion Effective Time shall, as of the Conversion Effective Time, by virtue of the Conversion and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the Common Stock or Preferred Stock, as the case may be, specified in Section 2.1(f). All of such outstanding equity interests of the Company when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the Common Stock or Preferred Stock as specified in Section 2.1(f). (f) At the Conversion Effective Time, (i) each outstanding Common Unit of the Company (as defined in the Company LLC Agreement) immediately prior to the Conversion Effective Time shall, by reason of the Conversion, the Amended BCG Organizational Documents shall be amended converted into one share of Common Stock of Gigamon and restated by an articles (ii) each outstanding Series A Preferred Unit of incorporation (the “Company Charter”) and bylaws (the “Bylaws”, and together with the Company Charter(as defined in the Company LLC Agreement) immediately prior to the Conversion Effective Time shall, by reason of the “Conversion, be converted into one share of Preferred Stock of Gigamon. Upon issuance pursuant to the Conversion, all shares of Common Stock and Preferred Stock of Gigamon will be duly authorized, validly issued, fully paid and non-assessable. Neither any provision of the Transaction Documents nor the consummation of the transactions contemplated thereby will limit, impair or otherwise modify any vesting restrictions or repurchase rights with respect to any equity issued by the Company Organizational Documents”)to any officer or employee of the Company, which vesting restrictions and repurchase rights shall be continue to apply to the Common Stock or Preferred Stock of Gigamon issued hereby to any such Persons until the expiration of such vesting restrictions and repurchase rights in accordance with their terms. (g) As of the terms set forth Conversion Effective Time, the Company LLC Agreement shall be terminated and of no further force and effect, and no party thereto shall have any further rights, duties or obligations pursuant to the Company LLC Agreement, except that the following provisions of the Company LLC Agreement shall survive the Closing: with respect to any tax matters relating to tax periods of the Company ending on Exhibit F or prior to the Closing, Sections 2.6, 3.3, 3.4, Article IV, and otherwise Sections 6.3, 9.2, 9.3 and 10.12. Notwithstanding the foregoing, the termination of the Company LLC Agreement pursuant to this Section 2.1(g) shall not relieve any party thereto from any liability arising in a form approved connection with any breach by Avalon (such approval not party of the Company LLC Agreement prior to be unreasonably withheld, conditioned or delayed)Conversion Effective Time.

The Conversion. (ai) To effectuate On the Conversion, following the Initial Recapitalization terms and prior subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL and the DLLCA, on the Closing Date, the Company shall convert from a Delaware limited liability company to a Delaware corporation at the Conversion Effective Time. Following the Conversion Effective Time, the Company shall continue as the resulting corporation of the Conversion (the “Resulting Company”). (ii) On the terms and Contributionsubject to the conditions set forth in this Agreement, BCG at the Closing, the Parties shall execute cause a Plan certificate of conversion relating to the Conversion, in a form mutually agreeable reasonably satisfactory to the Parties Company and in accordance with the terms attached hereto as Exhibit F SPAC (the “Plan Certificate of Conversion”), and will cause certificates of conversion satisfying the applicable requirements of the DLLCA and NRS to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with Section 17-219 Delaware. The Conversion shall become effective on the date and time at which the Certificate of the Delaware Revised Uniform Partnership Act and Conversion is accepted for filing by the Secretary of State of the State of Nevada in accordance with Section 92A.195 of the NRS, and make all other filings Delaware or recordings required at such later date and/or time as is agreed by the DLLCA Company and NRS SPAC and specified in connection with the Conversion. At Certificate of Conversion (the time the Conversion becomes effective being referred to herein as the “Conversion Effective Time, on the terms and conditions set forth herein and in the Plan of Conversion, BCG shall convert into a Nevada corporation”). (biii) From and after the Conversion Effective Time, the Conversion shall have the effects set forth in this Agreement, the Plan of Conversion, the Certificates Certificate of Conversion, Section 17-219 265 of the Delaware Revised Uniform Partnership Act DGCL and Section 92A.250 18-216 of the NRSDLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Conversion Effective Time, all of the rights, privileges and powers of BCGthe Company, and all property, real, personal and mixed, and all debts due to BCGthe Company, as well as all other things and causes of action belonging to BCGthe Company, shall remain vested in the Resulting Company and shall be the property of the Resulting Company, and the title to any real property vested by deed or otherwise in the Company shall not revert or be in any way impaired by reason of the Conversion; but all rights of creditors and all liens upon any property of the Company shall be preserved unimpaired, and all debts, liabilities and duties of BCG the Company shall remain attached to the Resulting Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as the Resulting Company. (civ) At the Conversion Effective Time, by virtue of the Conversion, the Amended BCG Organizational Documents certificate of incorporation of the Resulting Company shall be amended and restated by an articles of incorporation in substantially the form attached hereto as Exhibit D (the “Closing Company Charter”) and the bylaws of the Resulting Company shall be in substantially the form attached hereto as Exhibit E (the “Closing Company Bylaws”). (v) At the Conversion Effective Time, and together with the officers of the Company Charter, immediately prior to the “Company Organizational Documents”), which Conversion Effective Time shall be the initial officers of the Resulting Company, with each such officer, to hold office in accordance with the terms set forth Governing Documents of the Resulting Company from and after the Conversion Effective Time until such officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal in accordance with the Governing Documents of the Resulting Company, or as otherwise provided by the DGCL. The directors of the Resulting Company shall be determined pursuant to Section 5.16. (vi) At the Conversion Effective Time, by virtue of the Conversion and without any action on Exhibit F the part of any Party or any other Person, (A) each Company Common Unit shall be automatically converted into the number of Company Common Shares equal to the Company Common Unit Exchange Ratio, (B) each Non-Elected Company Preferred Unit shall be automatically converted into the number of Company Common Shares equal to the Company Preferred Unit Exchange Ratio, and otherwise in a form approved by Avalon (such approval not C) each Elected Company Preferred Unit shall be automatically converted into the number of Company Preferred Shares equal to be unreasonably withheld, conditioned or delayed)the Company Preferred Shares Issuance Ratio.

The Conversion. (a) To effectuate Subject to the Conversionprovisions of this Agreement, promptly following the Initial Recapitalization and prior to Closing, Parent shall cause a certificate of conversion substantially in the Closing and Contribution, BCG shall execute a Plan of Conversion, in a form mutually agreeable to the Parties and in accordance with the terms attached hereto as Exhibit F D (the “Plan Certificate of Conversion”), and will cause certificates of conversion satisfying the applicable requirements of the DLLCA and NRS ) to be duly executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 17-219 of the Delaware Revised Uniform Partnership Act and the Secretary of State of the State of Nevada Washington to effect its conversion from a Washington corporation to a Delaware corporation in accordance with Section 92A.195 the relevant provisions of the NRSDGCL and the WBCA, as applicable (the “Conversion”). If the Secretary of State of the State of Delaware or the Secretary of State of the State of Washington require any changes in the Certificate of Conversion as a condition to filing or issuing a certificate to the effect that such Conversion is effective, Parent shall execute any necessary document incorporating such changes, provided such changes are not inconsistent with and make all other filings do not result in any material change in the terms of this Agreement. The Conversion will become effective at such time as the Certificate of Conversion has been duly filed with the Secretary of State of the State of Delaware or recordings required at such later date or time as may be agreed by the DLLCA Company and NRS Parent in connection writing and specified in the Certificate of Conversion in accordance with the Conversion. At the Conversion Effective Time, on the terms and conditions set forth herein and in the Plan of Conversion, BCG shall convert into a Nevada corporationDGCL. (b) From and after At the Conversion Effective Time, the Conversion shall have the effects set forth in this Agreement, the Plan of Conversion, the Certificates of Conversion, Section 17-219 effective time of the Delaware Revised Uniform Partnership Act and Section 92A.250 Conversion: (i) the articles of incorporation of Parent shall be replaced with the NRS. Without limiting certificate of incorporation substantially in the generality of the foregoingform attached hereto as Exhibit A-2, and subject thereto, at the Conversion Effective Time, all of the rights, privileges and powers of BCG, and all property, real, personal and mixed, and all debts due to BCGand, as well as all other things and causes of action belonging to BCGso replaced, shall remain vested in the Company and shall be the property certificate of incorporation of Parent until thereafter amended in accordance with the Companyterms thereof or as provided by applicable Law; and all debts(ii) the bylaws of Parent shall be replaced with the bylaws substantially in the form attached hereto as Exhibit B, liabilities and duties and, as so replaced, shall be the bylaws of BCG shall remain attached to Parent until thereafter amended in accordance with the Companyterms thereof, and may be enforced against it to the same extent certificate of incorporation of Parent, or as if said debts, liabilities and duties had originally been incurred or contracted provided by it in its capacity as the Companyapplicable Law. (c) At For United States federal and applicable state and local income tax purposes, it is intended by the parties hereto that the Conversion Effective Time, by virtue qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the ConversionCode and that this Agreement constitute a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Amended BCG Organizational Documents shall be amended and restated by an articles Code within the meaning of incorporation (the “Company Charter”Treasury Regulations Sections 1.368-2(g) and bylaws (the “Bylaws”, and together with the Company Charter, the “Company Organizational Documents”), which shall be in accordance with the terms set forth on Exhibit F and otherwise in a form approved by Avalon (such approval not to be unreasonably withheld, conditioned or delayed)1.368-3.