Common use of Conversion to Corporation Clause in Contracts

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.