Common use of The Conversion Clause in Contracts

The Conversion. On the Closing Date, immediately following the Effective Time and as part of a plan that includes the Merger, on the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the DLLCA: (i) the Conversion shall be effected pursuant to which the Surviving Entity shall be converted to a limited liability company by (x) the approval of the Conversion and the initial limited liability company agreement of WWE LLC (the “Initial WWE LLC Operating Agreement”) by the board of directors of WWE and New PubCo, in its capacity as the sole stockholder of WWE immediately following the Effective Time (the “New PubCo Stockholders Consent”) and (y) the simultaneous filing of a Certificate of Formation and a Certificate of Conversion to Limited Liability Company with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA, (ii) WWE LLC shall thereupon be governed by the Initial WWE LLC Operating Agreement (which shall provide, among other things, that as of immediately following the effectiveness of the Conversion (the “Conversion Effective Time”), (x) New PubCo shall be the sole managing member of WWE LLC and (y) the officers of the Surviving Entity as of immediately prior to the Conversion Effective Time shall remain the officers of WWE LLC until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal) until the Initial WWE LLC Operating Agreement is thereafter amended in accordance with its terms and (iii) the issued and outstanding capital stock of the Surviving Entity shall be converted into a number of membership interests in New PubCo LLC equal to the number of WWE Shares outstanding immediately following the Effective Time.

The Conversion. On the Closing Date, immediately following the Effective Time and as part of a plan that includes the Merger, on (a) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with at the DGCL and Closing, the DLLCA: (i) the Conversion Company shall cause to be effected pursuant to which the Surviving Entity shall be converted to a limited liability company by (x) the approval of the Conversion and the initial limited liability company agreement of WWE LLC (the “Initial WWE LLC Operating Agreement”) by the board of directors of WWE and New PubCo, in its capacity as the sole stockholder of WWE immediately following the Effective Time (the “New PubCo Stockholders Consent”) and (y) the simultaneous filing of a Certificate of Formation and a Certificate of Conversion to Limited Liability Company filed with the Secretary of State of the State of Delaware (i) a certificate of conversion in accordance with the DGCL form of Exhibit A attached hereto (the “Certificate of Conversion”) providing for the Conversion, and the DLLCA, (ii) WWE LLC a certificate of incorporation of ServiceSource in the form of Exhibit B attached hereto (the “Certificate of Incorporation”). The Conversion shall thereupon be governed by become effective at the Initial WWE LLC Operating Agreement (which shall provide, among other things, that as of immediately following the effectiveness 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”), (x) New PubCo which Conversion Effective Time shall be occur at least two hours prior to the sole managing member of WWE LLC and (y) the officers Effectiveness of the Surviving Entity as of immediately prior Registration Statement. References to the Company from and after the Conversion Effective Time shall remain mean ServiceSource. It is acknowledged and agreed that the officers Conversion shall be conducted in accordance with Delaware Law and terms of WWE that certain Limited Liability Company Agreement of the Company, dated as of July 29, 2009 (as amended or otherwise modified from time to time, the “Company LLC Agreement”). (b) The Conversion shall have the effects set forth under Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Conversion Effective Time, all the properties, rights, privileges, and powers of the Company shall vest in ServiceSource, and all debts, liabilities, and duties of the Company shall become the debts, liabilities, and duties of ServiceSource. For the avoidance of doubt, it is hereby acknowledged and agreed that the Conversion shall not limit any rights and obligations of the parties under that certain Registration and Information Rights Agreement, dated December 8, 2006, by and among the Company, GA, SSLLC and the other parties thereto. (c) ServiceSource 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 ServiceSource 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 ServiceSource 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 specified in Section 2.01(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 specified in Section 2.01(f). (f) At the Conversion Effective Time, each outstanding Common Share of the Company immediately prior to the Conversion Effective Time shall, by reason of the Conversion, be converted into one share of Common Stock of ServiceSource. Upon issuance pursuant to the Conversion, all shares of Common Stock of ServiceSource 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 to any officer or employee of the Company, which vesting restrictions and repurchase rights shall continue to apply to the Common Stock of ServiceSource issued hereby to any such Persons until the Initial WWE LLC Operating Agreement is thereafter amended expiration of such vesting restrictions and repurchase rights in accordance with its terms and their terms. (iiig) the issued and outstanding capital stock As of the Surviving Entity Conversion Effective Time, the Company LLC Agreement shall be converted into a number terminated and of membership interests in New PubCo LLC equal no further force and effect, and no party thereto shall have any further rights, duties or obligations pursuant to the number Company LLC Agreement, except that the following provisions of WWE Shares outstanding immediately following 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, Sections 2.04, 5.03, 5.11, 5.12, Article 7, Article 10, 11.02, 15.01, 15.03, 15.04, 15.05, 15.06, 15.07, 15.11 and 15.14. Notwithstanding the foregoing, the termination of the Company LLC Agreement pursuant to this Section 2.01(g) shall not relieve any party thereto from any liability arising in connection with any breach by such party of the Company LLC Agreement prior to Conversion Effective Time.