Corporate Conversion. (a) Upon the execution of this Agreement, it is the express intention and understanding of the existing Members and those Persons who became Members at the time of the execution of this Agreement that upon the occurrence of certain events the Company shall be converted into a corporation in the manner set forth herein by the action of the Board and without the necessity of any action or any investment decision on the part of any Member.
Corporate Conversion. (i) In connection with any IPO or Qualified Spinoff, the Ryman Member (or, in the case of an IPO, the Determining Member) shall have the power to cause the Company, at the Company’s expense, to effect the conversion of the Company into a corporation or other form of entity or to create a new holding company structure with respect to the Company and its Subsidiaries; provided that such conversion shall be made in such manner as the Ryman Member (or, in the case of an IPO, the Determining Member) deems appropriate and efficient (including in terms of tax treatment, which conversion shall, unless otherwise agreed by the Ryman Member and the Investor Member, be tax-free to each of the Ryman Member and the Investor Member for U.S. federal income tax purposes) including by way of conversion, merger, recapitalization or asset and liability transfer (the “Corporate Conversion”). In connection with a Corporate Conversion, the Board may require that each Holder transfer to the Company, any of its Subsidiaries or any other entity or entities created pursuant to the Corporate Conversion (collectively, the “New Company”) any or all of such Holder’s Membership Interest. The terms of any stockholders agreement to be entered into among the New Company and the Holders in connection with a Corporate Conversion shall, to the extent practicable and permitted by applicable Law, rule, regulation or historical standard or unless otherwise agreed by the Ryman Member and the Investor Member, replicate the provisions of this Agreement.
Corporate Conversion. (a) In the event that the Company determines to consummate a QPO, the Board shall have the power and authority, without any vote or consent of the Unitholders, to incorporate the Company or take such other action as it may deem advisable, including, without limitation, (i) dissolving the Company, creating one or more subsidiaries of the newly formed corporation and transferring to such subsidiaries any or all of the assets of the Company (including by merger) or (ii) causing the Unitholders to exchange their Units for common shares of the newly-formed corporation. Any shares created or received in connection with such transaction are referred to as "Conversion Shares". In connection with any such transaction, (A) each Unit shall automatically be converted into Conversion Shares in the manner set forth in Section 5.15(b) and (B) such Conversion Shares shall have the same economic interest and other rights and obligations in such corporation or its subsidiaries as the converted Units had with respect to the Company subject to any modifications (as determined by
Corporate Conversion. The Corporate Conversion has been consummated (i) in accordance with the applicable provisions of Delaware law and (ii) as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus under the heading “Corporate Conversion.”
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Corporate Conversion. 8.3.1 It is the intent of the Members that in the event the Board determines to cause XX.xxx or another Subsidiary of the Company to pursue a public offering of equity securities which is expected to constitute an IPO (the "Converting Subsidiary"), the Converting Subsidiary will be reorganized as a --------------------- corporation incorporated under the laws of the State of Delaware in accordance with the provisions of this Paragraph 8.3. The Members acknowledge that there is no specific date by which the Company anticipates causing XX.xxx or another Subsidiary of the Company to consummate a Corporate Conversion (as defined below) and/or an IPO.
Corporate Conversion. Following the conversion of the Company to a corporation, or other series of reorganizational transactions resulting in a corporate successor to the Company for purposes of the Company IPO, the IPO Entity will succeed to all of the rights and obligations of, and be deemed for all purposes hereof to be, the Company hereunder.
Corporate Conversion. (a) In the event that the Company determines to consummate a QPO, the Board shall have the power and authority, without any vote or consent of the Unitholders, to incorporate the Company or take such other action as it may deem advisable, including, without limitation, (i) dissolving the Company, creating one or more subsidiaries of the newly formed corporation and transferring to such subsidiaries any or all of the assets of the Company (including by merger) or (ii) causing the Unitholders to exchange their Units for common shares of the newly-formed corporation. Any shares created or received in connection with such transaction are referred to as “Conversion Shares”. In connection with any such transaction, (A) each Unit shall automatically be converted into Conversion Shares in the manner set forth in Section 5.15(b) and (B) such Conversion Shares shall have the same economic interest and other rights and obligations in such corporation or its subsidiaries as the converted Units had with respect to the Company subject to any modifications (as determined by the Board in good faith) required solely as a result of the conversion to corporate form. Prior to consummating any such transaction, the Board shall approve the proposed forms of a certificate of incorporation, by-laws, stockholders’ agreement and any other governing documents proposed to be established for such corporation and its subsidiaries, if any, all of which shall, as nearly as practicable (as determined by the Board), reflect the rights and obligations of the Unitholders under this Agreement and comparable agreements applicable to any Subsidiary as of the date of such transaction. “QPO” means an offer and sale of equity securities of the Company (including any successor thereto) to the public pursuant to which (i) the aggregate gross proceeds attributable to sales of equity securities for the account of the Company (including any successor thereto) exceed $[ ] (exclusive of expenses and underwriting commissions) in which the aggregate equity value of the Company is at least $[ ] and (ii) the equity securities covered by such registration statement are listed for trading on either the New York Stock Exchange or the NASDAQ National Market. “Subsidiary” of any Person means any corporation more than 50% of whose outstanding voting securities, or any partnership, limited liability company, joint venture or other entity more than 50% of whose total equity interest is directly or indirectly owned b...
Corporate Conversion. If the Corporate Conversion has not been effected prior to a request for a Demand Registration pursuant to Section 9.1, the Requesting Holders may, at their option, require the Company to promptly, and in any event prior to filing a registration statement with the Securities and Exchange Commission in connection with such Demand Registration, effect a Corporate Conversion. The Company shall pay all costs and expenses of such Corporate Conversion. It shall be a condition to any Corporate Conversion, and the Company agrees that, (i) any capital stock of the Company issued to the Members in connection with such Corporate Conversion be structured in such a manner, and subject to such terms, as counsel for the Requesting Holders may advise is reasonable and appropriate in order that the receipt of such capital stock of the Company by the Members will not result in a violation of any law or regulation applicable to any Member or its affiliates, and (ii) the Company shall have delivered to the Members an opinion of counsel, which counsel shall be reasonably satisfactory to the Requesting Holders, stating that this Agreement shall thereafter continue in full force and effect and be binding upon the successor corporation. The Members agree to cooperate in effecting any Corporate Conversion in accordance with applicable law pursuant to this Section 9.2 (including providing any required consents).
Corporate Conversion. The conversion of Xxxxxxx & Xxxxxxxxx LLC into Xxxxxxx & Xxxxxxxxx Inc., a Delaware corporation, shall have been completed in a manner consistent with the description of such conversion in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
