Conversion to a Limited Liability Entity Sample Clauses

Conversion to a Limited Liability Entity. Notwithstanding anything contained herein to the contrary, if Tenant is a limited or general partnership (or is comprised of two (2) or more persons, individually or as co-partners, or entities), the change or conversion of Tenant to (a) a limited liability company, (b) a limited liability partnership, or (c) any other entity which possesses the characteristics of limited liability (any such limited liability entity is collectively referred to herein as a “Successor Entity”) shall be prohibited unless the prior written consent of Landlord is obtained, which consent may be withheld in Landlord’s sole discretion. 18.4.1. Notwithstanding the preceding paragraph, Landlord agrees not to unreasonably withhold or delay such consent provided that: 18.4.1.1. The Successor Entity succeeds to all or substantially all of Tenant’s business and assets; 18.4.1.2. The Successor Entity shall have a tangible net worth (Tangible Net Worth), determined in accordance with generally accepted accounting principles, consistently applied, of not less than the greater of the Tangible Net Worth of Tenant on (a) the date of execution of the Lease, or (b) the day immediately preceding the proposed effective date of such conversion; and 18.4.1.3. Tenant is not in default of any of the terms, covenants, or conditions of this Lease on the proposed effective date of such conversion.
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Conversion to a Limited Liability Entity. If Tenant is a partnership (either general or limited), joint venture, cotenancy, joint tenancy or an individual, Tenant may not convert (the "CONVERSION") the Tenant entity or person into any type of entity which possesses the characteristic of limited liability such as, by way of example only, a corporation, a limited liability company, limited liability partnership or limited liability limited partnership (a "LIMITED ENTITY") without the consent of Landlord, subject to fulfillment of the conditions below. The following are conditions precedent to Landlord's obligation to act reasonably with respect to a Conversion to a Limited Entity: (i) the Limited Entity assumes all of Tenant's liabilities and is assigned all of Tenant's assets as of the effective date of the Conversion; (ii) as of the effective date of the Conversion, the Limited Entity shall have a net worth ("NET WORTH"), which is not less than either (a) Tenant's Net Worth on the date of execution of the Lease or (b) Tenant's Net Worth as of the date Tenant requests consent to the Conversion; (iii) Tenant is not in default under the Lease; (iv) Tenant delivers to Landlord a satisfactory agreement, executed by each equity interest holder of Tenant, wherein each agrees to remain personally liable for all of the terms, covenants and conditions of the Lease; and
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Conversion to a Limited Liability Entity. If Tenant is a partnership (either general or limited), joint venture, cotenancy, joint tenancy or an individual, Tenant may not convert (the “CONVERSION”) the Tenant entity or person into any type of entity which possesses the characteristic of limited liability such as, by way of example only, a corporation, a limited liability company, limited liability partnership or limited liability limited partnership (a “LIMITED ENTITY”) without the consent of Landlord, subject to fulfillment of the conditions below. The following are conditions precedent to Landlord’s obligation to act reasonably with respect to a Conversion to a Limited Entity: (i) the Limited Entity assumes all of Tenant’s liabilities and is assigned all of Tenant’s assets as of the effective date of the Conversion; (ii) as of the effective date of the Conversion, the Limited Entity shall have a net worth (“NET WORTH”), which is not less than either (a) Tenant’s Net Worth on the date of execution of the Lease or (b) Tenant’s Net Worth as of the date Tenant requests consent to the Conversion; (iii) Tenant is not in default under the Lease; (iv) Tenant delivers to Landlord a satisfactory agreement, executed by each equity interest holder of Tenant, wherein each agrees to remain personally liable for all of the terms, covenants and conditions of the Lease; and (v) Tenant reimburses Landlord within ten days of Landlord’s written demand for any and all reasonable costs and expenses that may be incurred by Landlord in connection with the Conversion including, without limitation, reasonable attorneys’ fees. In Witness Whereof, the Parties have executed this Lease as of the date first written above. “LANDLORD” “TENANT” BEDFORD PROPERTY INVESTORS, INC., PINE PHOTONICS COMMUNICATIONS, INC., MARYLAND CORPORATION A DELAWARE CORPORATION By: By: /s/ Hsing Kung Name: Name: Hsing Kung Title: Title: CEO & President Date: Date: 7/10/00 FOR OFFICE USE ONLY: PREPARED BY: ___ REVIEWED BY: ___ APPROVED BY: ___ This ADDENDUM NO. 1 (this “ADDENDUM”) is made in connection with and is a part of that certain Lease, dated as of June 30, 2000, by and between Bedford Property Investors, Inc., a Maryland corporation, as Landlord, and Pine Photonics Communications, Inc., as Tenant, (the “LEASE”).
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Conversion to a Limited Liability Entity. If Tenant is a partnership (either general or limited), joint venture, cotenancy, joint tenancy or an individual, Tenant may not convert (the "Conversion") the Tenant entity or person into any type of entity which possesses the characteristic of limited liability such as, by way of example only, a corporation, a limited liability company, limited liability partnership or limited liability limited partnership (a "Limited Entity") without the consent of Landlord, subject to fulfillment of the ------------------- ----------------- Landlord's Initials Tenant's Initials
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Conversion to a Limited Liability Entity 
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Related to Conversion to a Limited Liability Entity

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • The Limited Liability Company The Members have created a limited liability company: The operations of the Company shall be governed by the laws located in the State of Governing Law and in accordance with this Agreement as follows:

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.