Common use of Conversion to Corporate Form; Public Offering Clause in Contracts

Conversion to Corporate Form; Public Offering. (a) The Members hereby acknowledge and agree that the Managers may approve a restructuring of the legal status and capital structure of the Company in the future in order to facilitate a public offering of securities by a corporate entity that, immediately after such restructuring, shall own, directly or indirectly, 100% of the property and business of the Company and its subsidiaries (the “IPO Entity”), that such restructuring will result in the direct or indirect conversion of the Shares of the Company into capital stock of the IPO Entity and that the decision to convert to corporate form and the form of such restructuring, including, without limitation, by merger, shall be at the sole discretion of the Managers, with the Members having no vote or veto power with respect to any such conversion. (b) Subject to the foregoing, the Managers may, without the consent of the Members, in order to facilitate a public offering of securities of the IPO Entity, cause the Company to incorporate its business or any portion thereof, or require the holders of Shares to transfer Shares to a newly-formed corporation as successor to the Company in exchange for common stock of said corporation, including, without limitation, in a transaction resulting in a dissolution of the Company pursuant to Article X of this Agreement, and, in connection therewith, each Member hereby expressly agrees to any such dissolution of the Company and the transfer of its Shares in accordance with the terms of the exchange as provided by the Managers. (c) The Members hereby acknowledge and agree that it is the intention of the Members that each member shall receive common stock in the IPO Entity of equivalent economic value to the Shares exchanged therefore immediately prior to any restructuring under this Section 10.04, that such exchange shall be contingent upon consummation of a public offering of securities by the IPO Entity, and that no consideration will be required from the Members for the shares of stock that they receive in the IPO Entity in exchange for their Shares.