Conversion to Corporation. With respect to the Company’s initial public offering, if any, to the extent that such initial public offering has been approved by the Board of Managers and the Majority Preferred Members, the Company shall be converted from a Delaware limited liability company to a Delaware corporation (the “Corporation”) and, in connection with such conversion, each outstanding Unit shall be converted into one share of common stock of the Corporation. Any such conversion shall become effective immediately prior to the closing of the Company’s initial public offering. Each Member hereby agrees to take such action as may be reasonably requested by the Board of Managers to effect such conversion in accordance with the provisions of this Section 4.12, including, without limitation, (i) to vote all of the Units owned or held by such Member in support of such conversion and (ii) to execute and deliver all agreements and documents reasonably necessary or requested in connection with such conversion. In the event that the Company is required to effect an initial public offering pursuant to, and in accordance with, the provisions of Section 2.1 of the Investors’ Rights Agreement, the Board of Managers, the Majority Preferred Members and all other Members shall cause the Company to convert from a Delaware limited liability company to a Delaware corporation pursuant to, and in accordance with, the foregoing provisions of this Section 4.12 prior to the closing of such initial public offering.
Conversion to Corporation. If the Company converts to a corporation pursuant to Section 10.06(b) of the Operating Agreement, including, without limitation, in connection with the Company’s initial, underwritten public offering pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date of such conversion, this Warrant shall be exercisable for such number and class of equity securities into which the Units would have been converted had the Units been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of securities into which one Unit would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.
Conversion to Corporation. Notwithstanding anything to the contrary in this Agreement, upon the occurrence of a Conversion Event, the Board shall have the right to direct the Company to become a state law corporation. The Members agree that if the Board directs the Company to become a state law corporation they will take all actions necessary to incorporate the Company under such state law and by such transactions as the Board may determine. The Board agrees to use commercially reasonable efforts to accomplish such conversion in a manner which results in a tax-free event to the Members, or if a tax-free characterization cannot be so accomplished, to accomplish such conversion in a manner which minimizes adverse tax consequences to the Members. In addition, the conversion will be accomplished so as to result in the issuance to the Members of capital stock of the resulting corporation of respective classes and amounts that will replicate the respective economic rights and priorities of the Members, and have terms and conditions not less favorable to the Members as the exchanged Interests.
Conversion to Corporation. (a) Subject to receipt of Preferred Super Approval, the Board shall have the power and authority to effect the conversion of the Company’s legal form from a limited liability company to a Delaware corporation or the merger of the Company with or into a new or previously established but dormant Delaware corporation having no assets or liabilities, debts or other obligations of any kind whatsoever other than those that are de minimis in amount and that are associated with its formation and initial capitalization (such a conversion or merger is referred to as a “Conversion” and such Delaware corporation is referred to as “NewCo”); provided that (i) Preferred Super Approval shall not be required for a Conversion in connection with (and that is consummated immediately prior to) a Qualified IPO or any other transaction approved by a Preferred Majority in accordance with Section 6.4(c)(vi) and (ii) if requested by the holders of a majority of the Preferred Units then-outstanding, the Company and all Members and Assignees shall agree to enter into a separate written agreement incorporating the terms of (A) Section 6.1 (Management by Board of Directors) and (B) Section 3 of the Voting Agreement (Drag-Along-Rights), in each case as applied to NewCo and the shares of stock they hold in NewCo, which agreement and rights shall terminate upon the earlier of a Qualified IPO or Deemed Liquidation Event. Upon any such Conversion, the terms of this Agreement and all of the parties’ rights and obligations hereunder with respect to their Units and other Membership Interests shall terminate.
Conversion to Corporation. If the Company's plan to initiate a Qualified Public Offering requires that the Company be restructured into a corporation (the "RESULTING CORPORATION"), then, subject to the approval of the Management Committee pursuant to Section 5.3(f) and Section 12.1:
Conversion to Corporation. The Management Board may elect to cause the Company to be converted from a limited liability company to a corporation (the “Successor Corporation”). All of the rights, privileges, and powers of the Company and all property and assets of the Company shall remain vested in the Successor Corporation, and all debts, liabilities, and duties of the Company shall remain attached to the Successor Corporation, all as more provided by applicable Law. Upon consummation of the conversion: (a) all Members shall be issued such class or series and amount of preferred or common stock or other securities in the Successor Corporation which reflects their relative economic interests in the Company with respect to the class or series of Equity Securities owned by them prior to the conversion and whose terms best preserve the rights, privileges, preferences, restrictions and limitations of such applicable class or series of Equity Securities as provided under this Agreement, including but, not limited to, the rights to receive those dollar amounts that would be allocated to each class or series of Equity Securities if the Company were to be liquidated in accordance with this Agreement at the time of such conversion, and (b) the Members shall enter into, and cause the Successor Corporation to enter into, a shareholders agreement with respect to the equity securities of the Successor Corporation setting forth rights and obligations of the parties equivalent to those set forth in this Agreement. Any such shareholders agreement shall also include substantially equivalent demand and piggy back registration rights for the benefit of the Priority Members (and excluding the Members holding Class C Units) on customary terms and conditions.
Conversion to Corporation. (a) At such time and in such manner as the Members shall determine to be appropriate, the Members Committee by Unanimous Vote shall be entitled to cause the Company to be converted into and reconstituted as a corporation under the laws of the State of Delaware (the "Corporation"), whether by conversion pursuant to Delaware Act Section 18-214, merger, transfer and/or contribution of assets and liabilities of the Company to the Corporation in exchange for shares of capital stock of the Corporation (and distribution of such shares to the Members in liquidation of the Company) or otherwise (a "Conversion", and the actual date of such Conversion being referred to herein as the "Conversion Date"). As of the Conversion Date, each Member shall, to the extent hereinafter provided, be entitled to receive:
Conversion to Corporation. The Company may be converted into a corporation ("Successor Corporation"), formed under the laws of a state of the United States, pursuant to (i) a merger or consolidation of the Company into a corporation formed for such purpose, (ii) pursuant to a transfer to the Successor Corporation of all of the assets and all of the liabilities of the Company, (iii) through a conversion of the Company into a corporation pursuant to provisions of Section 18-216 of the Act (or successor provisions thereto), or (iv) through any substantially equivalent method. In connection with any of the foregoing, the Interests of Members would be converted into or exchanged for shares of capital stock in the Successor Corporation. The method used to convert the Company into a Successor Corporation shall be determined by the Members by a Supermajority Approval. The constituent documents of the Successor Corporation shall provide that all matters submitted to shareholders for approval, including mergers, consolidations, sale or other disposition of all or substantially all of the assets, amendments to articles of incorporation, dissolutions, and winding up, shall require the approval of a Supermajority of the votes entitled to vote thereon and shall otherwise be as determined by the Members by a Supermajority Approval. The capital stock that each of the Members receive in the Successor Corporation in exchange for each Interest (or fraction thereof) shall be identical in all material respects to the capital stock received by all other Members in the Successor Corporation in exchange for each Interest (or fraction thereof) (the Members acknowledge that the capital stock in the Successor Corporation offered to the public or other non-Member Persons may have different voting rights than the capital stock provided to the Members). Following conversion of the Company into the Successor Corporation, the Successor Corporation would sell in a public offering such capital stock of the Successor Corporation on such terms and conditions as may be determined by the Members by a Supermajority Approval.
Conversion to Corporation. Prior to consummating any Business Combination or Next Equity Financing, or in the event that any Investor elects to exercise its rights to convert its SAFE into Conversion Securities on the Maturity Date, the Company shall be converted into and reconstituted as a corporation (the “Corporation”) and the Corporation shall elect to be treated as a C-corporation for tax purposes. Each member of the Company shall be entitled to receive a capital share ownership interest in the Corporation equivalent to the percentage of his, her or its equity interest in the Company as of the date of such conversion, as calculated on a fully diluted and as converted basis.
Conversion to Corporation. Each Member hereby acknowledges and agrees that, effective upon a determination of the Board of Managers in connection with completion of a Qualified Public Offering by the LLC or any of its Affiliates or by a corporate successor to the LLC, the LLC will be converted, through a merger, exchange of securities or otherwise, without requirement of consent or agreement of any Member, into a corporation and, further, that each Share will be converted into a share of the capital stock of such corporation having substantially similar preferences, rights, qualifications and restrictions as pertain to each such Share immediately prior to such conversion; provided, that with respect to any Incentive Share that, at the time of its original grant or transfer, was designated as a “profits interest” in the document granting or transferring such interest (or had attributes that effectively caused it to be constituted as a profits interest) and a Reserve Amount was stated in or determined pursuant to such document in respect of such grant or transfer then, notwithstanding any provision of this Agreement to the contrary, the number (or fraction) of shares of capital stock of the corporation into which such Incentive Share may be converted shall be proportionally reduced so that the holder of such Incentive Share does not receive any share (or fraction of a share) of capital stock on account of the Reserve Amount. Upon the effectiveness of such conversion, the LLC will adopt new bylaws that will replace this Agreement in its entirety. [The remainder of this page has been intentionally left blank.]
